


--------------------------------------------------------------------------------
                                 ASSET PURCHASE AGREEMENT
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                                      by and between
                     JARAD BROADCASTING COMPANY OF PENNSYLVANIA, INC.
                                           and
                                     RADIO ONE, INC.
                               for the sale and purchase of
                                     Station WDRE(FM)

                               Dated as of December 6, 1996

 .



<PAGE>




1.   RULES OF CONSTRUCTION ............................................  1
     1.1  Defined Terms ...............................................  1
     1.2  Other Definitions ...........................................  5
     1.3  Number and Gender ...........................................  5
     1.4  Headings and Cross-References ...............................  5
     1.5  Computation of Time .........................................  5

2.   ASSETS TO BE CONVEYED ............................................  5
     2.1  Purchased Assets ............................................  5
          (a) Licenses.................................................  5
          (b) Equipment ...............................................  5
          (c) Contracts and Agreements ................................  5
          (d) Programming Materials ...................................  7
          (e) Intellectual Property ...................................  7
          (f) Intangible Property .....................................  7
          (g) Business Records ........................................  7
          (h) Station Records .........................................  7
     2.2  Excluded Assets .............................................  7
          (a) Receivables .............................................  7
          (b) Cash and Investments  ...................................  7
          (c) Disposed Personal Property ..............................  7
          (d) Insurance ...............................................  7
          (e) Employee Benefit Assets .................................  7
          (f) Contracts ...............................................  8
          (g) Tax items ...............................................  8
          (h) Corporate Records .......................................  8
          (i) Call Letters ............................................  8

3.   ESCROW DEPOSIT ...................................................  8

4.   PURCHASE PRICE AND METHOD OF PAYMENT .............................  8
     4.1    Consideration .............................................  8
     4.2    Payment at Closing ........................................  8

                                        i
<PAGE>

     4.3    Allocation  ...............................................  9
     4.4    Seller's Liabilities ......................................  9

5.   HART-SCOTT-RODINO ................................................  9

6.   SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS ...............  9
     6.1    Existence, Power and Identity .............................  9
     6.2    Binding Effect ............................................ 10
     6.3    No Violation .............................................. 10
     6.4    Conveyance of Assets ...................................... 10
     6.5    Governmental Authorizations................................ 10
     6.6    Equipment ................................................. 11
     6.7    Contracts ................................................. 11
     6.8    Promotional Rights ........................................ 12
     6.9    Insurance ................................................. 12
     6.10   Financial Statements ...................................... 12
     6.11   Employees ................................................. 13
     6.12   Employee Benefit Plans .................................... 13
     6.13   Environmental Protection .................................. 14
     6.14   Compliance with Law ....................................... 15
     6.15   Litigation ................................................ 15
     6.16   Insolvency Proceedings .................................... 16
     6.17   Sales Agreements .......................................... 16
     6.18   Sufficiency of Assets ..................................... 16
     6.19   Related Parties ........................................... 16
     6.20   Taxes ..................................................... 16
     6.21   No Misleading Statements .................................. 16

7.   BUYER'S REPRESENTATIONS, WARRANTIES AND COVENANTS ................ 17
     7.1.   Existence and Power ....................................... 17
     7.2.   Binding Effect ............................................ 17
     7.3.   No Violation .............................................. 17
     7.4.   Litigation ................................................ 17
     7.5.   Licensee Qualifications ................................... 18
     7.6.   Financial Qualifications .................................. 18
     7.7.   No Misleading Statements .................................. 18

8.   PRE-CLOSING OBLIGATIONS .......................................... 18
     8.1.   Application for Commission Consent ........................ 18
     8.2.   Access .................................................... 18
     8.3.   Operations Prior to Closing ............................... 19

                                       ii
<PAGE>

     8.4.   Damage .................................................... 20
            (a) Risk of Loss .......................................... 20
            (b) Failure of Broadcast Transmissions .................... 21
            (c) Resolution of Disagreements ........................... 21
     8.5.   Administrative Violations ................................. 21
     8.6.   Bulk Sales Act ............................................ 21
     8.7.   Control of Station ........................................ 22
     8.8.   Audit ..................................................... 22
     8.9.   Time Brokerage and Operating Agreement .................... 22
     8.10.  Closing Obligations ....................................... 22

9.   STATUS OF EMPLOYEES .............................................. 22
     9.1.   Employment Relationship ................................... 22
     9.2.   Buyer's Right to Employ ................................... 22

10.  CONDITIONS PRECEDENT ............................................. 23
     10.1.  Mutual Conditions ......................................... 23
            (a) Approval of Assignment Application .................... 23
            (b) Absence of Litigation ................................. 23
            (c) Hart-Scott-Rodino ..................................... 23
            (d) Noncompetition Agreement .............................. 23
     10.2.  Additional Conditions to Buyer's Obligation ............... 23
            (a) Representations and Warranties ........................ 23
            (b) Compliance with Conditions ............................ 23
            (c) Discharge of Liens .................................... 24
            (d) Third-Party Consents .................................. 24
            (e) Estoppel Certificates ................................. 24
            (f) Opinion of Seller's Counsel ........................... 24
            (g) Final  Order .......................................... 25
            (h) Closing Documents ..................................... 25
     10.3.  Additional Conditions to Seller's Obligation .............. 26
            (a) Representations and Warranties ........................ 26
            (b) Compliance with Conditions ............................ 26
            (c) Opinion of Buyer's Counsel ............................ 26
            (d) Assumption of Liabilities ............................. 27

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<PAGE>

            (e) Payment ............................................... 27
            (f) Closing Documents ..................................... 27

11.  CLOSING .......................................................... 27

12.  PRORATIONS ....................................................... 27
     12.1.  Apportionment of Expenses ................................. 27
     12.2.  Determination and Payment ................................. 27

13.  POST-CLOSING OBLIGATIONS ......................................... 28
     13.1.  Collection of Accounts Receivable ......................... 28
     13.2.  Indemnification ........................................... 28
            (a) Buyer's Right to Indemnification ...................... 28
            (b) Seller's Right to Indemnification ..................... 29
            (c) Procedure for Indemnification ......................... 29
            (d) Assignment of Claims .................................. 30
            (e) Indemnification Sole Remedy ........................... 30
            (f) De minimis Amount ..................................... 30
     13.3.  Liabilities ............................................... 30

14.  DEFAULT AND REMEDIES ............................................. 30
     14.1.  Opportunity to Cure ....................................... 30
     14.2.  Seller's Remedies ......................................... 31
     14.3.  Buyer's Remedies .......................................... 31

15.  TERMINATION OF AGREEMENT ......................................... 31
     15.1.  Failure to Close .......................................... 31
     15.2.  Designation for Hearing ................................... 32

16.  GENERAL PROVISIONS ............................................... 32
     16.1.  Brokerage ................................................. 32
     16.2.  Fees ...................................................... 32
     16.3.  Notices ................................................... 32
     16.4.  Assignment ................................................ 33
     16.5.  Exclusive Dealings ........................................ 34
     16.6.  Third Parties ............................................. 34
     16.7.  Indulgences ............................................... 34

                                       iv
<PAGE>

     16.8.  Survival of Representations and Warranties ................ 34
     16.9.  Prior Negotiations ........................................ 34
     16.10. Exhibits and Appendices ................................... 34
     16.11. Entire Agreement; Amendment ............................... 35
     16.12. Counsel ................................................... 35
     16.13. Governing Law, Jurisdiction ............................... 35
     16.14. Severability .............................................. 35
     16.15. Counterparts .............................................. 35
     16.16. Further Assurances ........................................ 35
     16.17. Tax Free Exchange ......................................... 36
     16.18. No Disclosure ............................................. 36


                                        v

<PAGE>





TABLE OF EXHIBITS

EXHIBIT 1 -- Form of Escrow Agreement
EXHIBIT 2 -- Form of Noncompetition Agreement



                                       vi


<PAGE>




TABLE OF APPENDICES

APPENDIX A                    FCC Licenses

APPENDIX B                    Equipment

APPENDIX C                    Contracts

APPENDIX D                    Intellectual Property

APPENDIX E                    Seller's Places of Business

APPENDIX F                    Permitted Encumbrances

APPENDIX G                    Insurance

APPENDIX H                    Employees

APPENDIX I                    Employment and Benefits Agreements

APPENDIX J                    Environmental

APPENDIX K                    Litigation













                                       vii


<PAGE>





                            ASSET PURCHASE AGREEMENT

     This Agreement, made and entered into as of this 6th day of December, 1996,
by and between Jarad Broadcasting Company of Pennsylvania,  Inc., a Pennsylvania
corporation ("Seller"), and Radio One, Inc., a Delaware corporation ("Buyer").

                                WITNESSETH THAT:

     WHEREAS, Seller is the licensee of Station WDRE(FM), 103.9 MHz, Jenkintown,
Pennsylvania (the "Station"); and

     WHEREAS, the parties desire that Buyer purchase certain assets used or held
for use in the operation of the Station and acquire the authorizations issued by
the Federal  Communications  Commission (the  "Commission") for the operation of
the Station; and

     WHEREAS, the authorizations issued by the Commission may not be assigned to
Buyer without the Commission's prior consent.

     NOW THEREFORE, in consideration of the mutual promises and covenants herein
contained, the parties, intending to be legally bound, agree as follows:

1. RULES OF CONSTRUCTION.

     1.1.  DEFINED TERMS.  As used in this Agreement,  the following terms shall
have the following meanings:

     "ACCOUNTS  RECEIVABLE" means the cash accounts receivable of Seller arising
from Seller's operation of the Station prior to Closing.

     "ADMINISTRATIVE  VIOLATION" means those violations described in Section 8.5
hereof.

     "ASSIGNMENT  APPLICATION" means the application on FCC Form 314 that Seller
and Buyer shall join in and file with the  Commission  requesting its consent to
the  assignment  of the FCC Licenses  (as  hereinafter  defined)  from Seller to
Buyer.

     "BUSINESS  RECORDS" means all business  records of Seller  (including logs,
public  file  materials  and  engineering  records)  relating  to or used in the
operation of the Station and not relating solely to Seller's internal  corporate
affairs.

     "BUYER" means Radio One, Inc., a Delaware corporation.

     "BUYER  DOCUMENTS" means those documents,  agreements and instruments to be
executed and delivered by Buyer in connection  with this  Agreement as described
in Section 7.2.

     "CLOSING"  means  the  consummation  of  the  Transaction  (as  hereinafter
defined).






<PAGE>



     "CLOSING  DATE"  means  the date on  which  the  Closing  takes  place,  as
determined pursuant to Section 11.

     "CODE" means the Internal  Revenue Code of 1986, as amended,  and the rules
and regulations promulgated thereunder.

     "COLLECTION  PERIOD"  means the 180-day  period  following the Closing Date
during which Buyer shall collect the Accounts  Receivable of Seller,  subject to
the provisions of Section 13.1.

     "COMMISSION" means the Federal Communications Commission.

     "COMMUNICATIONS ACT" shall mean the Communications Act of 1934, as amended.

     "CONTRACTS"  means those contracts,  leases and other agreements  listed or
described  in  Appendix C which are in effect on the date hereof and which Buyer
has agreed to assume,  but not including Sales  Agreements and Trade  Agreements
(as hereinafter defined).

     "ENVIRONMENTAL LAW" means any law, rule, order, decree or regulation of any
Governmental  Authority  relating to pollution or protection of the environment,
including any law or regulation relating to emissions,  discharges,  releases or
threatened  releases of  Hazardous  Substances  (as  hereinafter  defined)  into
ambient air, surface water, groundwater, land or other environmental media.

     "EQUIPMENT"  means all tangible  personal  property  and  fixtures  used or
useful in the operation of the Station as described in Section 2.1(b).

     "EXCLUDED ASSETS" means those assets excluded from the Purchased Assets and
retained by the Seller,  to the extent in  existence  on the  Closing  Date,  as
specifically described in Section 2.2.

     "FCC LICENSES" means all licenses, pending applications,  permits and other
authorizations  issued by the Commission for the operation of the Station listed
on Appendix A.

     "FINAL ORDER" means any action that shall have been taken by the Commission
(including  action duly taken by the Commission's  staff,  pursuant to delegated
authority)  which shall not have been  reversed,  stayed,  enjoined,  set aside,
annulled  or  suspended;  with  respect  to which no  timely  request  for stay,
petition  for  rehearing,  appeal  or  certiorari  or sua  sponte  action of the
Commission with comparable effect shall be pending; and as to which the time for
filing any such request,  petition,  appeal, certiorari or for the taking of any
such sua  sponte  action by the  Commission  shall  have  expired  or  otherwise
terminated.

     "FINANCIAL  STATEMENTS" means Seller's unaudited  financial  statements and
balance sheets as described in Section 6.10.





                                       2
<PAGE>



     "GOVERNMENTAL AUTHORITY" means any nation or government, any state or other
political  subdivision  thereof,  and any  agency,  court or other  entity  that
exercises  executive,   legislative,   judicial,  regulatory  or  administrative
functions of or pertaining to government.

     "HAZARDOUS  SUBSTANCES"  means any  hazardous or toxic waste,  substance or
material,  as those or  similar  terms are  defined  in or for  purposes  of any
applicable  federal,  state or local  Environmental  Law, and including  without
limitation any asbestos or asbestos-related  products, oils or petroleum-derived
compounds, CFCS, or PCBS.

     "ESCROW AGENT" means Roberts & Eckard, P.C.

     "ESCROW  AGREEMENT" means the escrow agreement  described in Section 3, the
form of which is attached as Exhibit 1.

     "ESCROW DEPOSIT" means the monies deposited with the Escrow Agent described
in Section 3.

     "INTANGIBLE  PROPERTY" means all of Seller's  right,  title and interest in
and to the  goodwill  and other  intangible  assets used or useful in or arising
from the business of the Station as described in Section 2.1(f).

     "INTELLECTUAL PROPERTY" means all Seller's right, title and interest in and
to the trademarks,  tradenames, service marks, patents, franchises,  copyrights,
including  registrations  and  applications  for  registration  of any of  them,
slogans,  jingles,  logos,  computer  programs and  software,  trade secrets and
similar materials and rights relating to the Station as listed on Appendix D.

     "KNOWLEDGE OF BUYER" means the actual knowledge,  after reasonable  inquiry
of Buyer's senior management, and the books and records of Buyer.

     "KNOWLEDGE OF SELLER" means the actual knowledge,  after reasonable inquiry
of Station  management,  the books and  records of the  Station,  and the actual
knowledge of Ronald J. Morey.

     "MATERIAL   CONTRACTS"   means  those  leases,   contracts  and  agreements
specifically designated in Appendix C as being "Material Contracts."

     "NONCOMPETITION  AGREEMENT" means the agreement between Buyer, Ronald Morey
and Jed Morey the form of which is attached hereto as Exhibit 2.

     "PERMITTED ENCUMBRANCES" means those liens or encumbrances to the Purchased
Assets described in Section 6.4 and set forth on Appendix F.




                                       3

<PAGE>



     "PURCHASE  PRICE"  shall  mean the total  consideration  for the  Purchased
Assets, the Noncompetition  Agreements and the Consulting Agreement as described
in Section 4.1.

     "PURCHASED  ASSETS" means those assets which are the subject matter of this
Agreement that Seller shall sell, assign, transfer,  convey and deliver to Buyer
as described in Section 2.1.

     "SALES  AGREEMENTS" means agreements entered into by Seller for the sale of
time on the Station for cash, as described in Section 2.1(c)(2).

     "SELLER"  means  Jarad  Broadcasting  Company  of  Pennsylvania,   Inc.,  a
Pennsylvania corporation.

     "SELLER DOCUMENTS" means those documents,  agreements and instruments to be
executed and delivered by Seller in connection  with this Agreement as described
in Section 6.1.

     "SPECIFIED EVENT" means those broadcast  transmission failures described in
Section 8.4(b).

     "STUDIO  SITE" means the real estate  located at  Jenkintown,  Pennsylvania
that is currently used as the Station's studio and office facilities.

     "TRADE  AGREEMENTS" means agreements entered into by Seller for the sale of
time on the  Station in  exchange  for  programming,  merchandise  or  services,
including those listed on Appendix C.

     "TRADE  BALANCE" means the difference  between the aggregate  value of time
owed  pursuant  to the Trade  Agreements  and the  aggregate  value of goods and
services  to be  received  pursuant  to the Trade  Agreements,  as  computed  in
accordance with the Station's customary bookkeeping practices. The Trade Balance
is  "negative" if the value of time owed exceeds the value of goods and services
to be  received  after  Closing  by  more  than  Twenty  Five  Thousand  Dollars
($25,000).  The Trade  Balance is  "positive"  if the value of time owed is less
than the value of goods and services to be received  after  Closing by more than
Twenty Five Thousand Dollars ($25,000).

     "TRANSACTION"  means the sale and purchase and  assignments and assumptions
contemplated  by this  Agreement and the  respective  obligations  of Seller and
Buyer set forth herein.

     "TRANSMITTER   SITE"  means  the  real  estate  located  in   Philadelphia,
Pennsylvania that is currently used as the Station's transmitter site.

     "TRANSMITTER  TOWER"  means the  broadcast  tower used by the  Station  and
located on the Transmitter Site.




                                       4

<PAGE>



     1.2.  OTHER  DEFINITIONS . Other  capitalized  terms used in this Agreement
shall have the meanings ascribed to them herein.

     1.3. NUMBER AND GENDER. Whenever the context so requires, words used in the
singular  shall be construed  to mean or include the plural and vice versa,  and
pronouns of any gender shall be construed to mean or include any other gender or
genders.

     1.4.  HEADINGS  AND  CROSS-REFERENCES.  The  headings of the  Sections  and
Paragraphs hereof, the Table of Contents,  the Table of Exhibits,  and the Table
of Appendices have been included for convenience of reference only, and shall in
no way limit or affect the meaning or interpretation of the specific  provisions
of this Agreement.  All  cross-references to Sections or Paragraphs herein shall
mean the Sections or Paragraphs of this  Agreement  unless  otherwise  stated or
clearly required by the context.  All references to Appendices herein shall mean
the Appendices to this  Agreement.  Words such as "herein" and "hereof" shall be
deemed to refer to this Agreement as a whole and not to any particular provision
of this Agreement  unless  otherwise  stated or clearly required by the context.
The term "including" means "including without limitation."

     1.5.  COMPUTATION  OF TIME.  Whenever any time period  provided for in this
Agreement is measured in "business  days" there shall be excluded from such time
period each day that is a Saturday, Sunday, recognized federal legal holiday, or
other day on which the  Commission's  offices  are closed  and are not  reopened
prior to 5:30 p.m.  Washington,  D.C. time. In all other cases all days shall be
counted.

2. ASSETS TO BE CONVEYED.

     2.1.  Purchased  Assets.  On the Closing Date,  Seller shall sell,  assign,
transfer,  convey  and  deliver  to  Buyer  free  of  all  liens,  encumbrances,
mortgages,  security  interests of any kind or type whatsoever,  all of Seller's
assets  used in the  conduct  of the  business  and  operations  of the  Station
(collectively referred to as the "Purchased Assets"), including, but not limited
to, the following;

          (a) LICENSES. The FCC Licenses, and all other transferrable  licenses,
permits and authorizations issued by any Governmental Authority that are used in
or necessary  for the lawful  operation of the Station as currently  operated by
Seller.

          (b)  EQUIPMENT.  All tangible  personal  property and fixtures used or
held for use in the operation of the Station,  including the property and assets
listed or described in Appendix B,  together  with  supplies,  inventory,  spare
parts and  replacements  thereof and  improvements  and  additions  thereto made
between the date hereof and the Closing Date (the "Equipment").

          (c) CONTRACTS AND  AGREEMENTS.  The  Contracts,  Sales  Agreements and
Trade Agreements, subject to the following:



                                       5

<PAGE>



               (1) Buyer shall be obligated  to assume only (i) those  Contracts
that are listed in Appendix C and (ii) those contracts and other agreements that
have been or will have been entered into in the ordinary course of the Station's
business,  between the date hereof and the Closing Date,  provided that,  unless
otherwise  approved in writing by Buyer, the obligations of the Station or Buyer
under those latter contracts and agreements  entered into in the ordinary course
of business  between the date hereof and the Closing do not exceed Five Thousand
Dollars ($5,000) per annum per Contract or Fifty Thousand Dollars  ($50,000) per
annum in the aggregate or are terminable on not more than 30 days' notice.

               (2)  Buyer  shall  be   obligated  to  assume  only  those  Sales
Agreements  that have been or will have been entered into in the ordinary course
of business at rates consistent with Seller's usual past practices.

               (3)  Buyer  shall  be   obligated  to  assume  only  those  Trade
Agreements  that have been or will have been entered into in the ordinary course
of  business,  between  the  date  hereof  and  the  Closing  Date,  and (i) are
immediately preemptible for cash time sales trade; (ii) require the provision of
air time only on a "run of  schedule"  basis;  and (iii)  provide  for goods and
services used in the operation of the Station.  Notwithstanding  the  foregoing,
Buyer shall not be obligated to assume Trade  Agreements  that have an aggregate
negative Trade Balance exceeding Twenty Five Thousand Dollars ($25,000).

               (4)  Notwithstanding  any  provision  of  this  Agreement  to the
contrary,  this  Agreement  shall not  constitute  an  agreement  to assign  any
Contract or other  agreement,  undertaking  or  obligation  if (i) an  attempted
assignment,  without the consent required for such assignment,  may constitute a
breach  thereof or may in any way have a  material  adverse  effect on  Seller's
rights  thereunder  prior to Closing or Buyer's rights  thereunder after Closing
and (ii) such  consent is not  obtained by Seller  prior to  Closing,  provided,
however,  that Seller will use its best efforts at its own expense to obtain all
such consents prior to Closing. If any such required consent is not obtained, or
if an  attempted  assignment  would be  ineffective  or would  adversely  affect
Seller's  rights  thereunder so that Buyer would not receive all such rights and
benefits  after  Closing,  Seller shall  arrange to provide Buyer to the fullest
extent  possible  with  Seller's  rights and benefits  under any such  Contract,
agreement,  undertaking or obligation  including  enforcement for the benefit of
Buyer of any rights of Seller against any other party thereto arising out of the
breach or cancellation thereof by such party or otherwise.

               (5) With respect to any Contracts,  agreements,  undertakings  or
obligations  that require the consent of third parties for  assignment,  but for
which the consent of such third  parties has not been obtained as of the Closing
Date,  Buyer shall  assume  Seller's  obligations  to be  performed  under those
Contracts,  agreements,  undertakings  or obligations  only for the period after
Closing during which, and only to the extent that,  Buyer actually  receives the
benefits that Seller was entitled to receive thereunder as of the Closing Date.




                                       6

<PAGE>





          (d) PROGRAMMING MATERIALS.  All programs,  programming  material,  and
music  libraries in whatever form or nature owned by Seller and used or intended
for use in the operation of the Station.

          (e) INTELLECTUAL  PROPERTY.  All Seller's right, title and interest in
and to the Intellectual Property.

          (f) INTANGIBLE PROPERTY.  All of Seller's right, title and interest in
and to the  goodwill  and other  intangible  assets used or useful in or arising
from the business of the Station,  including all customer lists, and sales plans
(the "Intangible Property").

          (g) BUSINESS RECORDS.  All business records of Seller (including logs,
public  file  materials  and  engineering  records)  relating  to or used in the
operation of the Station and not relating solely to Seller's internal  corporate
affairs.

          (h) STATION  RECORDS.  All of the Station's  proprietary  information,
technical  information  and data,  machinery  and equipment  warranties  (to the
extent such  warranties are  assignable),  maps,  plans,  diagrams,  blueprints,
schematics,  files, records,  studies,  data, lists, general accounting records,
books of account,  in whatever  form,  used or held for use for the  business or
operation  of the  Station,  including  filings with the FCC which relate to the
Station.

     2.2. EXCLUDED ASSETS. There shall be excluded from the Purchased Assets and
retained by the Seller,  to the extent in  existence  on the Closing  Date,  the
following assets (the "Excluded Assets"):

          (a) RECEIVABLES. All Accounts Receivable.

          (b) CASH AND INVESTMENTS.  All cash and cash equivalents on hand or in
bank  accounts and other cash items and  investment  securities of Seller on the
Closing Date.

          (c)  DISPOSED  PERSONAL  PROPERTY.   All  tangible  personal  property
consumed or disposed of in the ordinary  course of the Station's  business after
the date hereof and prior to the Closing Date.

          (d)  INSURANCE.   All  contracts  of  insurance  (including  any  cash
surrender value thereof) and all insurance  proceeds of settlement and insurance
claims made by Seller on or before the Closing Date.

          (e) EMPLOYEE BENEFIT ASSETS.  All pension,  profit sharing and savings
plans and  trusts,  and any assets  thereof,  except that any  employee  account
balances  under any plan  qualified  under  Section  401(k) of the Code shall be
promptly  transferred to a plan  qualified  under Section 401(k) and, at Buyer's
request,  made  available by or on behalf of Buyer if such  employee is hired by
Buyer, to the extent allowed under each such plan and applicable law.




                                       7

<PAGE>



          (f)  CONTRACTS.  All  contracts  that will have  terminated or expired
prior to  Closing by their  terms and all  contracts,  agreements,  instruments,
undertakings and obligations not expressly assumed by Buyer hereunder.

          (g) TAX ITEMS.  All claims,  rights and interest in and to any refunds
for federal, state or local taxes for periods prior to the Closing Date.

          (h) CORPORATE RECORDS. Seller's corporate minute books and other books
and records relating to internal corporate minutes and the sales and expenses of
Station and any other books and records not related to the operation of Station.

          (i) CALL LETTERS. The call letters WDRE(FM).

3. ESCROW DEPOSIT. Buyer has already deposited Ten Thousand Dollars ($10,000) in
escrow with  Seller.  Simultaneously  with the  execution  and  delivery of this
Agreement,  the Seller shall deliver that sum to Roberts & Eckard, P.C. ("Escrow
Agent").  Simultaneously  with the execution  and delivery of this  Agreement by
both parties,  Buyer has deposited with Escrow Agent an additional  Nine Hundred
Ninety  Thousand  Dollars  ($990,000).  The total cash  deposit  of One  Million
Dollars  ($1,000,000)  shall be referred to as the "Escrow Deposit".  The Escrow
Deposit shall be held in an  interest-bearing  account with a federally  insured
financial  institution and disbursed by Escrow Agent pursuant to the terms of an
escrow  agreement  in the  form  attached  hereto  as  Exhibit  1  (the  "Escrow
Agreement"),  which Escrow Agreement has been entered into by Seller,  Buyer and
Escrow Agent simultaneously herewith.

4. PURCHASE PRICE AND METHOD OF PAYMENT.

          4.1. CONSIDERATION.   The total consideration for the Purchased Assets
and the Noncompetition  Agreement (the "Purchase Price") shall be Twenty Million
Dollars ($20,000,000), payable as set forth in this Section 4.

          4.2. PAYMENT AT CLOSING. At Closing, Buyer shall pay:

               (a) Fifteen Million Dollars ($15,000,000)(as adjusted pursuant to
Sections  8.4 and 12.1) to Seller  by check or wire  transfer  of same day funds
pursuant to wire  transfer  instructions  which shall be  delivered by Seller to
Buyer at least five business days prior to Closing.

               (b) One  Million  Dollars  ($1,000,000)  to Seller by causing the
Escrow Agent to release the Escrow Deposit to Seller,  with all interest  earned
on the Escrow Deposit remitted to Buyer.

               (c) Three Million Dollars ($3,000,000) to Ronald J. Morey for the
Noncompetition Agreement.



                                       8

<PAGE>






               (d)  One  Million  Dollars  ($1,000,000)  to Jed R. Morey for the
Noncompetition Agreement.

          4.3.  ALLOCATION.  The sum of Sixteen  Million  Dollars  ($16,000,000)
shall be allocated to the  Purchased  Assets in  accordance  with an  allocation
schedule  prepared by Buyer  pursuant to Section  1060 of the Code and  mutually
agreed to by Seller and Buyer.  Seller and Buyer shall use such  allocation  for
tax accounting (including preparation of IRS Form 8594), and all other purposes.
If Seller and Buyer have not agreed upon the allocation for the Purchased Assets
prior to the Closing Date, Closing shall take place as scheduled and any dispute
shall be resolved by a qualified media appraiser  mutually  acceptable to Seller
and Buyer,  whose  decision  shall be final and whose fees and expenses shall be
paid  one-half  by Seller  and  one-half  by Buyer.  If the  allocation  must be
determined  by a media  appraiser,  Seller and Buyer agree to  cooperate in good
faith so that such appraisal may be completed expeditiously.

          4.4. SELLER'S  LIABILITIES.  Buyer does not and shall not assume or be
deemed to assume,  pursuant to this  Agreement  or  otherwise,  any  agreements,
liabilities,  undertakings,  obligations or commitments of Seller or the Station
of any nature whatsoever  except:  (i) those expressly assumed by Buyer pursuant
to this  Agreement,  provided,  that,  Buyer shall not assume  liability for any
breaches, violations or defaults under the Contracts, Sales Agreements and Trade
Agreements  that occurred prior to Closing;  and (ii) prorated items that are to
be paid by Buyer after Closing pursuant to Section 12.l.

5.  HART-SCOTT-RODINO As promptly as practicable and no later than ten (10) days
following the execution of this  Agreement,  Seller and Buyer shall complete any
filing  that  may  be  required  pursuant  to  the  Hart-Scott-Rodino  Antitrust
Improvements  Act of 1976,  as amended,  (with Buyer paying any fees required in
conjunction  with the  filing) or shall  mutually  agree that no such  filing is
required.  Seller and Buyer shall diligently take all necessary and proper steps
and provide any additional  information  reasonably requested in order to comply
with the requirements of such Act.

6. SELLER'S  REPRESENTATIONS;  WARRANTIES AND COVENANTS.  Seller hereby makes to
and for the benefit of Buyer,  the  following  representations,  warranties  and
covenants:

          6.1.  EXISTENCE;  POWER AND  IDENTITY.  Seller is a  corporation  duly
organized and validly existing under the laws of the State of Pennsylvania  with
full  corporate  power and  authority  (a) to own,  lease and use the  Purchased
Assets as  currently  owned,  leased and used,  (b) to conduct the  business and
operation of the Station as currently  conducted  and (c) to execute and deliver
this Agreement and each other document,  agreement and instrument to be executed
and delivered by Seller in connection  with this  Agreement  (collectively,  the
"Seller  Documents"),  and  to  perform  and  comply  with  all  of  the  terms,
obligations and covenants to be performed and complied with by Seller  hereunder
and  thereunder.  The addresses of Seller's  chief  executive  office and all of
Seller's  additional  places of  business,  and of all  places  where any of the
tangible personal  property included in the Purchased Assets is now located,  or
has


                                       9

<PAGE>





been  located  during the past 180 days,  are  correctly  listed in  Appendix E.
Except as set forth in Appendix  E,  during the past five years,  Seller has not
been known by or used, any corporate,  partnership,  fictitious or other name in
the conduct of the Station's  business or in connection with the ownership,  use
or operation of the Purchased Assets.

          6.2. BINDING EFFECT. The execution, delivery and performance by Seller
of this Agreement has been and the Seller  Documents will be duly  authorized by
all necessary  corporate action,  and copies of those  authorizing  resolutions,
certified by Seller's Secretary shall be delivered to Buyer at Closing. No other
corporate  action by Seller is required  for  Seller's  execution,  delivery and
performance of this Agreement or any of the Seller Documents. This Agreement has
been duly and validly  executed and delivered by Seller to Buyer and constitutes
a legal, valid and binding obligation of Seller,  enforceable  against Seller in
accordance  with its terms,  subject to bankruptcy,  reorganization,  fraudulent
conveyance,  insolvency,  moratorium  and similar laws  relating to or affecting
creditors,  and other  obligees'  rights  generally and the exercise of judicial
discretion in accordance with general equitable principles.

          6.3. NO  VIOLATION.  Except as set forth on Exhibit K, none of (i) the
execution,  delivery and  performance  by Seller of this Agreement or any of the
Seller  Documents,  (ii) the consummation of the Transaction,  or (iii) Seller's
compliance with the terms or conditions  hereof will, with or without the giving
of notice  or the  lapse of time or both,  conflict  with,  breach  the terms or
conditions of,  constitute a default under, or violate (x) Seller's  articles of
incorporation or bylaws, (y) any judgment,  decree, order,  consent,  agreement,
lease or other  instrument  (including  any Contract,  Sales  Agreement or Trade
Agreement)  to which  Seller is a party or by which  Seller or any of its assets
(including  the  Purchased  Assets) or the Station is or may be legally bound or
affected,  or (z) any law,  rule,  regulation  or ordinance of any  Governmental
Authority  applicable  to Seller or any of its assets  (including  the Purchased
Assets) or the operation of the Station.

          6.4.  CONVEYANCE OF ASSETS.  At Closing,  Seller shall convey to Buyer
good and  marketable  title to all the Purchased  Assets,  free and clear of all
liens, pledges, collateral assignments, security interests, capital or financing
leases, easements, covenants,  restrictions and encumbrances or other defects of
title  except:  (i) the inchoate  lien for current  taxes or other  governmental
charges not yet due and payable  and that will be  prorated  between  Seller and
Buyer  pursuant to Section 12.1; and (ii) the permitted  encumbrances  listed in
Appendix F (the "Permitted Encumbrances").

          6.5.  GOVERNMENTAL AUTHORIZATIONS.  Except  for the FCC  Licenses,  no
licenses,  permits,  or  authorizations  from  any  Governmental  Authority  are
required to own, use or operate the Purchased  Assets, to operate the Station or
to conduct Seller's business as currently  operated and conducted by Seller. The
FCC Licenses are all the Commission  authorizations  held by Seller with respect
to the Station,  and are all the Commission  authorizations used in or necessary
for the lawful operation of the Station as currently operated by Seller. The FCC
Licenses  are in  full  force  and  effect,  are  subject  to no  conditions  or
restrictions  other than those which appear on their face and are  unimpaired by
any acts or omissions of Seller, Seller's officers, employees


                                       10

<PAGE>


or agents.  Seller has delivered true and complete copies of all FCC Licenses to
Buyer.  There is not pending or, to the  Knowledge  of Seller,  threatened,  any
action by or  before  the  Commission  or any other  Governmental  Authority  to
revoke,  cancel,  rescind  or  modify  any  of  the  FCC  Licenses  (other  than
proceedings  to amend  Commission  rules of general  applicability  or otherwise
affecting  the  broadcast  industry  generally),  and  there is not now  issued,
outstanding or pending or, to the Knowledge of Seller,  threatened, by or before
the  Commission or any other  Governmental  Authority,  any order to show cause,
notice of violation,  notice of apparent  liability,  or notice of forfeiture or
complaint  against Seller or otherwise with respect to the Station.  The Station
is operating in material  compliance with all FCC Licenses,  the  Communications
Act of 1934, as amended (the  "Communications  Act"), and the current  published
rules,  regulations and policies of the  Commission.  Seller has no knowledge of
any facts  relating  to it that,  under the  Communications  Act or the  current
published  rules,  regulations  and  policies  of the  Commission  may cause the
Commission  to deny  Commission  renewal of the FCC Licenses or deny  Commission
consent to the Transaction.

          6.6.  EQUIPMENT.  Seller has good and marketable title, both legal and
equitable, to the Equipment.  The Equipment,  together with any improvements and
additions  thereto  and  replacements  thereof  less  any  retirements  or other
dispositions  as  permitted  by this  Agreement  between the date hereof and the
Closing Date, will, at Closing,  be all the tangible  personal  property used or
useful in the lawful  operation of the Station as currently  operated by Seller.
Except as specifically indicated to the contrary in Appendix B, all Equipment is
serviceable,  in good operating  condition  (reasonable wear and tear excepted),
and is not in imminent need of repair or replacement.  All items of transmitting
and studio  equipment  included in the Equipment  (i) have been  maintained in a
manner consistent with generally accepted standards of good engineering practice
and (ii) will permit the Station to operate in accordance  with the terms of the
FCC Licenses.

          6.7.   CONTRACTS.   Seller  has  made   available   to  Buyer  or  its
representatives  complete  and  correct  copies of all  Contracts  on Appendix C
hereto. Except for Sales Agreements,  Trade Agreements and employment agreements
with the Station's employees, Appendix C includes all the contracts, leases, and
agreements  to which  Seller is a party and which  Buyer has  agreed to  assume,
other than those  contracts that will be performed in full prior to the Closing,
or by which Seller or the Station is or may be legally  bound or affected  which
have been  entered  into in  connection  with the  ownership or operation of the
Station,  other than those contracts that will be performed in full prior to the
Closing.  To the Knowledge of Seller,  each Contract is in full force and effect
and is  unimpaired  by any acts or  omissions of Seller,  Seller's  employees or
agents, or Seller's  officers.  Except as set forth on Appendix C, there has not
occurred  as to any  Contract  any event of default by Seller or any event that,
with notice, the lapse of time or otherwise, could become an event of default by
Seller.  To the  Knowledge of Seller,  there has not occurred as to any Contract
any default by any other party thereto or any event that, with notice, the lapse
of time or otherwise,  or at the election of any person other than Seller, could
become an event of default by such party.  Those Contracts whose stated duration
extends beyond the Closing Date will, at Closing, to the Knowledge of Seller, be
in full force and effect,


                                       11

<PAGE>



unimpaired by any acts or omissions of Seller,  Seller's employees or agents, or
Seller's  officers.  If any Contract  requires the consent of any third party in
order for Seller to assign that Contract to Buyer,  Seller shall use  reasonable
efforts to obtain at its own expense such consent prior to Closing.

          6.8.  PROMOTIONAL  RIGHTS.  The  Intellectual  Property  set  forth on
Appendix D includes all trademarks that Seller is transferring to Buyer, used to
promote or identify the Station,  provided that the  Intellectual  Property does
not  include  the  call  sign  WDRE.  Except  as set  forth on  Appendix  D, the
Intellectual  Property is in good standing and  uncontested  by any third party.
Except as set  forth on  Appendix  D, to the  Knowledge  of  Seller  there is no
infringement  or  unlawful  or  unauthorized  use of those  promotional  rights,
including the use of any slogan or logo by any broadcast or cable station in the
Philadelphia  metropolitan  area  that  may  be  confusingly  similar  to  those
currently  used by the  Station.  Except  as set  forth  on  Appendix  D, to the
Knowledge of Seller,  the operations of the Station do not infringe,  and no one
has asserted to Seller that such operations infringe, any copyright,  trademark,
tradename, service mark or other similar right of any other party.

          6.9. INSURANCE. Appendix G lists all insurance policies held by Seller
with  respect to the  Purchased  Assets and the  business  and  operation of the
Station. Such insurance policies are in full force and effect, all premiums with
respect  thereto are currently  paid and Seller is in compliance  with the terms
thereof. Seller has not received any notice from any issuer of any such policies
of its intention to cancel,  terminate,  or refuse to renew any policy issued by
it.  Seller will maintain the  insurance  policies  listed on Appendix G in full
force and effect through the Closing Date.

          6.10. FINANCIAL STATEMENTS.

               (a)  Seller  has  furnished   Buyer  with   unaudited   Financial
Statements  for the  calendar  years 1993,  1994 and 1995 and the nine (9) month
period  ending  September  30, 1996.  The Financial  Statements  fairly  present
Seller's financial income,  expenses,  assets,  liabilities,  and the results of
operations  of the  Station as of the dates and for the  periods  indicated.  No
event has occurred and, prior to Closing, no event will have occurred that would
make such Financial Statement misleading in any material respect.

               (b) Except as reflected in the balance sheets as of September 30,
1996,  including  the notes  thereto  and  except  for the  current  liabilities
incurred in the ordinary  course of business of the Station since  September 30,
1996,  there exist no material  liabilities  of Seller,  contingent or absolute,
matured or unmatured, known or unknown. Since September 30, 1996, (i) Seller has
not incurred any obligation or liability  (contingent  or otherwise),  except in
the ordinary  course of business and  consistent  with past business  practices,
(ii) there has not been any  discharge  or  satisfaction  of any  obligation  or
liability  owed to Seller which is not in the ordinary  course of business or is
inconsistent with past business  practices,  or (iii) there has not occurred any
sale of or  loss  or  material  injury  to the  Purchased  Assets  except  those
non-material assets disposed of in the ordinary course of business.  The balance
sheets fairly present Seller's



                                       12

<PAGE>



financial position,  assets,  liabilities,  and the results of operations of the
Station  as of the  dates and for the  periods  indicated,  subject  to year end
adjustments.

          6.11.  EMPLOYEES.  Except as  otherwise  listed in  Appendix H. (i) no
employee of the Station is represented by a union or other collective bargaining
unit, no application  for  recognition as a collective  bargaining unit has been
filed with the National Labor Relations Board,  and, to the Knowledge of Seller,
there has been no concerted  effort to unionize any of the  Station's  employees
and (ii) Seller has no other written  employment  agreement or arrangement  with
any Station employee,  and no written agreement  concerning bonus,  termination,
hospitalization  or  vacation.  Included  in Appendix H is a list of all persons
currently  employed at the Station together with an accurate  description of the
compensation for their  respective  employment as of the date of this Agreement.
Seller will  promptly  advise  Buyer of any changes  that occur prior to Closing
with respect to such information.

          6.12. EMPLOYEE BENEFIT PLANS.

               (a) Except as  described  in Appendix I,  neither  Seller nor any
Affiliates  (as  defined  below)  have  at  any  time  established,   sponsored,
maintained,  or made any  contributions  to, or been  parties to any contract or
other  arrangement  or been  subject to any  statute or rule  requiring  them to
establish,  maintain,  sponsor,  or make any  contribution to, (i) any "employee
pension  benefit  plan" (as defined in Section 3(2) of the  Employee  Retirement
Income Security Act of 1974, as amended,  and regulations  thereunder  (PERISH))
(pension Plans); (ii) any "employee welfare benefit plan" (as defined in Section
3(1) of ERISA)  ("Welfare  Plans);  or (iii) any deferred  compensation,  bonus,
stock  option,  stock  purchase,  or other  employee  benefit  plan,  agreement,
commitment,  or arrangement  (bother  Plans).  Seller and the Affiliates have no
obligations  or  liabilities   (whether  accrued,   absolute,   contingent,   or
unliquidated,  whether  or not known,  and  whether  due or to become  due) with
respect to any "employee benefit plan" (as defined in Section 3(3) of ERISA), or
Other Plan that is not listed in Appendix I. For purposes of this Section  6.12,
the term "Affiliate"  shall include all persons under common control with Seller
within the meaning of Sections 4001(a)(14) or (b)(1) of ERISA or any regulations
promulgated  thereunder,  or Sections  414(b),  (c),  (m) or (o) of the Internal
Revenue Code of 1986, as amended (the Recodes).

               (b)  Each  plan or  arrangement  listed  in  Appendix  I (and any
related trust or insurance  contract pursuant to which benefits under such plans
or  arrangements  are  funded or paid)  has been  administered  in all  material
respects  in  compliance  with its terms and in both  form and  operation  is in
compliance  with  applicable  provisions of ERISA,  the Code,  the  Consolidated
Omnibus Budget Reconciliation Act of 1986 and regulations thereunder,  and other
applicable  law.  Each Pension Plan listed in Appendic I has been  determined by
the  Internal  Revenue  Service to be  qualified  under  Section  401(a) and, if
applicable, Section 401(k) of the Code, and nothing has occurred or been omitted
since the date of the last such  determination  that resulted or could result in
the revocation of such  determination.  Seller and the Affiliates  have made all
required  contributions or payments to or under each plan or arrangement  listed
in Appendix I on a timely basis and have made adequate provision for reserves to
meet



                                       13

<PAGE>



contributions  and payments under such plans or arrangements  that have not been
made because they are not yet due.

               (c) The  consummation  of this  Agreement  (and the employment by
Buyer of former employees of Seller or any employees of an Affiliate) not result
in any carryover liability to Buyer for taxes, penalties,  interest or any other
claims  resulting from any employee  benefit plan (as defined in Section 3(3) of
ERISA) or Other Plan. In addition,  Seller and each Affiliate make the following
representations (i) as to all of their Pension Plans: (A) neither Seller nor any
Affiliate  has become  liable to the PBGC under  ERISA  under which a lien could
attach to the assets of Seller or an  Affiliate;  (B) Seller and each  Affiliate
has  not  ceased  operations  at a  facility  so as to  become  subject  to  the
provisions of Section  4062(e) of ERISA;  and (C) Seller and each  Affiliate has
not made a complete or partial  withdrawal from a multiemployer plan (as defined
in Section  3(37) of ERISA) so as to incur  withdrawal  liability  as defined in
Section 4201 of ERISA,  and (ii) all group health plans maintained by the Seller
and each  Affiliate  have been  operated in  material  compliance  with  Section
4980B(f) of the Code.

               (d) The parties agree that Buyer does not and will not assume the
sponsorship of, or the  responsibility for contributions to, or any liability in
connection with, any Pension Plan, any Welfare Plan, or Other Plan maintained by
Seller or an Affiliate for its  employees,  former  employees,  retirees,  their
beneficiaries  or any other  person.  In addition and not as a limitation of the
foregoing,  the parties agree that Seller and such Affiliate shall be liable for
any  continuation  coverage  (including  any penaldes,  excise taxes or interest
resulting from the failure to provide continuation coverage) required by Section
4980B of the Code due to  qualifying  events that occur  after the Closing  Date
resulting Tom the Transaction contemplated by this Agreement.

          6.13. ENVIRONMENTAL PROTECTION.  Except as set forth on Appendix J. to
the Knowledge of Seller (i) no Hazardous  Substances have been treated,  stored,
used,  released or disposed  of on the Studio  Site or  Transmitter  Site in any
manner  that  would  cause  Buyer  to  incur   materiel   liability   under  any
Environmental Laws; (ii) Seller is not liable for cleanup or response costs with
respect to any present or past emission,  discharge, or release of any Hazardous
Substances;  (iii) no  Underground  storage  table (as that term is  defined  in
regulations promulgated by the federal Environmental  Protection Agency) is used
in the  operation  of the  Station  or is  located  on the  Studio  Site  or the
Transmitter  Site;  (iv)  there are no pending  actions,  suits,  claims,  legal
proceedings  or any  other  proceedings  based on  environmental  conditions  or
noncompliance  at the Studio Site or Transmitter  Site, or any part thereof,  or
otherwise arising Tom Seller's activities  involving Hazardous  Substances;  (v)
there  are  no  conditions,   facilities,  procedures  or  any  other  facts  or
circumstances   at  the  Studio  Site  or  Transmitter   Site  which  constitute
noncompliance  with  environmental  laws or  regulations;  and (vi) there are no
structures,  improvements,  equipment, activities, fixtures or facilities at the
Studio Site or  Transmitter  Site which are  constructed  with, use or otherwise
contain Hazardous  Substances,  including,  but without limitation,  asbestos or
polychlorinated biphenyls.

                                       14

<PAGE>





          6.14.  COMPLIANCE  WITH  LAW.  There  is  no  outstanding   complaint,
citation,  or notice issued by any Governmental  Authority asserting that Seller
is in violation of any material law, regulation,  rule, ordinance, order, decree
or other  material  requirement  of any  Governmental  Authority  (including any
applicable statutes, ordinances or codes relating to zoning and land use, health
and sanitation,  environmental  protection,  occupational  safety and the use of
electric power)  affecting the Purchased Assets or the business or operations of
the  Station,  and  Seller  is  in  material  compliance  with  all  such  laws,
regulations,  rules,  ordinances,  decrees,  orders  and  requirements.  Without
limiting the foregoing:

               (a)  The  Station's  transmitting  and  studio  equipment  is  in
material  respects  operating in accordance with the terms and conditions of the
FCC Licenses,  all underlying  construction  permits,  and the published  rules,
regulations,  and  policies  of  the  Commission,   including  all  requirements
concerning  equipment  authorization  and  human  exposure  to  radio  frequency
radiation.

               (b)  Seller  has,  in  the  conduct  of the  Station's  business,
materially complied with all applicable laws, rules and regulations  relating to
the  employment  of  labor,  including  those  concerning  wages,  hours,  equal
employment  opportunity,  collective  bargaining,  pension and  welfare  benefit
plans,  and the payment of Social Security and similar taxes,  and Seller is not
liable  for any  arrears  of wages or any tax  penalties  due to any  failure to
comply with any of the foregoing.

               (c)  Seller's  affirmative  action  program  for the  Station and
Seller's other  employment  practices  materially  comply with the  Commission's
published rules, regulations and policies.

               (d) All ownership reports,  employment  reports,  tax returns and
other material  documents  required to be filed by Seller with the Commission or
other  Governmental  Authority  have been fled;  such  reports  and  filings are
accurate and complete in all material respects; such items as are required to be
placed in the  Stadon's  local public  inspection  file have been placed in such
file; all proofs of performance and measurements that are required to be made by
Seller with respect to the Stadon's transmission  facilities have been completed
and  filed  at the  Station;  and all  information  contained  in the  foregoing
documents is true, complete and accurate.

               (e) Seller has paid to the Commission the regulatory fees due for
the Station for the years 1994 96.

          6.15. LITIGATION.  Except for proceedings affecting radio broadcasters
generally  and  except  as set  forth on  Appendix  K,  there is no  litigation,
complaint,  investigation,  suit, claim, action or proceeding pending, or to the
Knowledge  of  Seller,  threatened  before  or  by  the  Commission,  any  other
Governmental  Authority, or any arbitrator or other person or entity relating to
the business or operations of the Station or to the Purchased Assets.  Except as
set forth on Appendix K, there is no other litigation,  action, suit, complaint,
claim,  investigation  or  proceeding  pending,  or to the  Knowledge of Seller,
threatened that may give rise to any claim



                                       15

<PAGE>



against any of the  Purchased  Assets or adversely  affect  Seller's  ability to
consummate  the  Transaction  as provided  herein.  To the  Knowledge of Seller,
Seller has not consulted with counsel concerning any facts that could reasonably
result in any such proceedings.

          6.16.  INSOLVENCY  PROCEEDINGS.   No  insolvency  proceedings  of  any
character, including bankruptcy,  receivership,  reorganization,  composition or
arrangement  with creditors,  voluntary or involuntary,  affecting  Seller,  the
Station  Assets or the  Purchased  Assets are  pending or, to the  Knowledge  of
Seller,  threatened.  Seller  has not  made an  assignment  for the  benefit  of
creditors.

          6.17. SALES AGREEMENTS.  The Sales Agreements in existence on the date
hereof have been entered into in the ordinary course of the Station's  business,
at rates consistent with Seller's usual past practices.

          6.18.  SUFFICIENCY  OF ASSETS.  The  Purchased  Assets are and, on the
Closing Date will be,  sufficient  to conduct the  operation and business of the
Station in the manner in which it is currently being conducted.

          6.19.  RELATED  PARTIES.  Except as  disclosed  in  Appendix L neither
Seller nor any  shareholder,  officer  or  director  of Seller has any  interest
whatsoever in any corporation,  firm,  partnership or other business  enterprise
which has had any business  transactions  with Seller  relating to the Purchased
Assets or the  Station,  and no  shareholder  of  Seller  has  entered  into any
transactions with Seller relating to the Purchased Assets or the Station.

          6.20.  TAXES.  The  Seller  has  timely  filed  with  all  appropriate
Governmental Authority all federal, state, commonwealth, local, and other tax or
information returns and tax reports  (including,  but not limited to, all income
tax, unemployment compensation, social security, payroll, sales and use, profit,
excise, privilege,  occupation, property, ad valorem, franchise, license, school
and any other tax  under  the laws of the  United  States or of any state or any
commonwealth or any municipal entity or of any political  subdivision with valid
taxing authority) due for all periods ended on or before the date hereof. Seller
has paid in full all  federal,  state,  commonwealth,  foreign,  local and other
governmental  taxes,  estimated  taxes,  interest,  penalties,  assessments  and
deficiencies  (collectively,  Taxes)  which  have  become due  pursuant  to such
returns or without returns or pursuant to any assessments received by Seller. To
the Knowledge of Seller,  such returns and forms are true,  correct and complete
in all material respects, and to the Knowledge of Seller, Seller has w liability
for any Taxa in excess of the Taxes shown on such returns. Seller is wit a party
to any pending action or proceeding and, to the Knowledge of Seller,  there is w
action or proceeding threatened by any Governmental Authority against Seller for
assessment or collection of any Taxes, and no unresolved claim for assessment or
collection of any Taxes has been asserted against Seller.

          6.21.  NO  MISLEADING  STATEMENTS.  No  provision  of  this  Agreement
relating to Seller,  the Station or the Purchased  Assets or any other document,
Appendix,  Exhibit  or  other  information  furnished  by  Seller  to  Buyer  in
connection with the execution, delivery and


                                       16
<PAGE>





performance  of  this  Agreement,   or  the  consummation  of  the  transactions
contemplated hereby, contains or will contain any untrue statement of a material
fact or omits or will omit to state a  material  fact  required  to be stated in
order to make the statement,  in light of the circumstances in which it is made,
not  misleading.  All Exhibits and  Appendices  attached  hereto are  materially
accurate  and complete as of the date hereof.  Seller,  prior to Closing,  shall
update the Appendices to assure their continued  accuracy and shall advise Buyer
upon receipt of any notice,  document or  occurrence of an event that would make
any representation or warranty contained in this Section 6 untrue.

7.        BUYER'S REPRESENTATIONS.  WARRANTIES AND COVENANTS. Buyer hereby makes
to and for the benefit of Seller, the following representations,  warranties and
covenants:

          7.1.  EXISTENCE  AND POWER.  Buyer is a  corporation  duly  organized,
validly  existing and in good standing  under the laws of the State of Delaware,
with full corporate power and authority to assume and perform this Agreement.

          7.2. BINDING EFFECT. The execution,  delivery and performance by Buyer
of this  Agreement,  and each other  document,  agreement  and  instrument to be
executed and delivered by Buyer in connection with this Agreement (collectively,
the "Buyer  Documents~)  has been or will be duly  authorized  by all  necessary
corporate  action,  and copies of those  authorizing  resolutions,  certified by
Buyer's  Secretary  shall be delivered to Seller at Closing.  No other corporate
action by Buyer is required for Buyer's  execution,  delivery and performance of
this Agreement or any of the Buyer Documents.  This Agreement has been, and each
of the Buyer Documents will be, duly and validly executed and delivered by Buyer
to Seller  and  constitutes  a legal,  valid and  binding  obligation  of Buyer,
enforceable in accordance with its terms, subject to bankruptcy, reorganization,
fraudulent  conveyance,  insolvency,  moratorium and similar laws relating to or
affecting  creditors' and other obligees'  rights  generally and the exercise of
judicial discretion in accordance with general equitable principles.

          7.3. NO VIOLATION. None of (i) the execution, delivery and performance
by Buyer of this Agreement or any of the Buyer Documents,  (ii) the consummation
of the  Transaction,  or (iii) Buyer's  compliance with the terms and conditions
hereof will,  with or without the giving of notice or the lapse of time or both,
conflict with,  breach the terms or conditions of, constitute . a default under,
or violate (x) Buyer's articles of incorporation or by-laws or (y) any judgment,
decree, order, consent agreement,  lease or other instrument to which Buyer is a
party or by which Buyer is legally bound.

          7.4.  LITIGATION.  There is no litigation,  action,  suit,  complaint,
proceeding or investigation,  pending or, to the Knowledge of Buyer,  threatened
that may adversely  affect  Buyer's  ability to consummate  the  Transaction  as
provided herein. Buyer is not aware of any facts that could reasonably result in
any such proceedings.

                                       17

<PAGE>





          7.5.  LICENSEE  QUALIFICATIONS.  To  the  Knowledge  of  Buyer,  after
consultation  with counsel  familiar with the published  rules,  regulations and
policies of the  Commission,  there is no fact that would,  under the  published
rules,  regulations and policies of the Commission,  or the  Communications  Act
disqualify  Buyer from being the  assignee of the FCC  Licenses or the owner and
operator of the Station.  Should Buyer become aware of any such fact, it will so
inform  Seller,  and  Buyer  will use  reasonable  efforts  to  remove  any such
disqualification. Buyer will not take any action that Buyer knows, or has reason
to believe, would result in such disqualification.

          7.6. FINANCIAL QUALIFICATIONS.  At Closing, Buyer will have sufficient
funds on hand or from committed sources to pay the Purchase Price.

          7.7. NO MISLEADING STATEMENTS. No provision of this Agreement relating
to Buyer or other  information  furnished by Buyer to Seller in connection  with
the execution,  delivery and performance of this Agreement,  or the consummation
of the  transactions  contemplated  hereby,  contains or will contain any untrue
statement  of a  material  fact or omits or will omit to state a  material  fact
required  to be  stated  in  order  to  make  the  statement,  in  light  of the
circumstances in which it is made, not misleading.

8.        PRE-CLOSING  OBLIGATIONS.  The parties  covenant  and agree as follows
with respect to the period prior to Closing:

          8.1. APPLICATION FOR COMMISSION CONSENT. Within five (5) business days
from the date of this  Agreement,  Seller  and Buyer  shall join in and file the
Assignment  Application,  and they shall  diligently take all steps necessary or
desirable and proper  expeditiously to prosecute the Assignment  Application and
to  obtain  the  Commission's   determination   that  grant  of  the  Assignment
Application  will serve the public  interest,  convenience  and necessity.  Each
party shall  promptly  provide the other with a copy of any  pleading,  order or
other document sewed on the other relating to the Assignment Application. In the
event that Closing occurs prior to a Final Order, then each party's  obligations
hereunder shall survive the Closing.

          8.2.  ACCESS.  Between the date hereof and the  Closing  Date,  Seller
shall give Buyer and representatives of Buyer reasonable access to the Purchased
Assets,  the Station,  the employees of Seller and the Station and the books and
records of Seller  relating  to the  business  and  operations  of the  Station;
provided, that, Buyer shall provide Seller with at least three (3) business days
advance notice of: (i) the names of those employees who Buyer intends to contact
and (ii) the dates-of Buyer's visits to the Station's studio; provided that such
contacts  and  visits  will be made in a manner  that is not  disruptive  to the
Station's  operations.  During such visits Seller will  cooperate  with Buyer in
meeting  with  employees.  It is  expressly  understood  that,  pursuant to this
Section,  Buyer, at its expense,  shall be entitled to conduct such  engineering
inspections of the Station,  such  environmental  assessments and surveys of the
Studio Site and the Transmitter  Site (subject to the landlord's prior approval,
which Seller will cooperate in obtaining, and provided Buyer restores such sites
after such assessments),  and such reviews of the Station's financial records as
Buyer may desire, so long as the same do not unreasonably

                                       18

<PAGE>

interfere with Seller's operation of the Station. No inspection or investigation
made by or on behalf of Buyer,  or  Buyer's  failure to make any  inspection  or
investigation,  shall affect Seller's representations,  warranties and covenants
hereunder or be deemed to  constitute a waiver of any of those  representations,
warranties and covenants.

          8.3.  OPERATIONS PRIOR TO CLOSING.  Between the date of this Agreement
and the Closing Date and subject to any Time Brokerage Agreement entered into by
the parties:

               (a) Seller shall operate the Station in a manner  consistent with
Seller's and the  Station's  past practice and in material  compliance  with all
applicable  laws,   regulations,   rules,   decrees,   ordinances,   orders  and
requirements  of the Commission  and all other  Governmental  Authority.  Seller
shall  promptly  notify Buyer of any actions or  proceedings  that from the date
hereof are  commenced  against  Seller or the  Station or, to the  Knowledge  of
Seller,  against any officer,  director,  employee,  consultant,  agent or other
representative  of Seller  with  respect to the  business  of the Station or the
Purchased Assets.

               (b)  Seller  shall:  (i) use the  Purchased  Assets  only for the
operation of the Station;  (ii) maintain the Purchased  Assets in  substantially
their present  condition  (reasonable wear and tear in normal use and damage due
to  unavoidable  casualty  excepted);  (iii) replace and/or repair the Purchased
Assets as  necessary  in the  ordinary  course of  business;  (iv)  maintain all
inventories of supplies,  tubes and spare parts at levels at least equivalent to
those  existing  on the date of this  Agreement;  and (v)  promptly  give  Buyer
written  notice of any  materially  adverse  developments  with  respect  to the
Purchased Assets or the business or operations of the Station.

               (c) Seller shall maintain the Station's  Business  Records in the
usual, regular and ordinary manner, on a basis consistent with prior periods.

               (d) Seller  shall not:  (i) sell,  lease,  encumber or  otherwise
dispose of any Purchased  Assets or any interest  therein except in the ordinary
course of business and only if any  Purchased  Asset  disposed of is replaced by
property of like or better  value,  quality and utility  prior to Closing;  (ii)
cancel,  terminate,  modify, amend or renew any of the Contracts without Buyer's
express  prior  written  consent  except  in  accordance  with the terms of such
Contracts;  (iii) increase the compensation  payable or to become payable to any
employee of the  Station  except in the  ordinary  course of  business;  or (iv)
except to the  extent  expressly  permitted  in Section  2.1(c),  enter into any
Contract  or other  agreement  (other  than Sales  Agreements),  undertaking  or
obligation or assume any liability that may impose any obligation on Buyer after
Closing and which is not subject to  termination  upon thirty (30) days  notice,
whether  Seller  is acting  within  or  outside  of the  ordinary  course of the
Station's business, without Buyer's prior written consent.

               (e) Seller and the Station will enter into Sales  Agreements only
in the ordinary  course of the  Station's  business,  at rates  consistent  with
Seller's usual past practices.

                                       19



<PAGE>



               (f) Seller and the Station will enter into Trade  Agreements only
in the  ordinary  course  of the  Station's  business  and  only if  such  Trade
Agreements  (i) are  immediately  preemptible  for cash time sales  trade;  (ii)
require the provision of air time only on a "run of schedule"  basis;  and (iii)
provide for goods and services used in the operation of the Station.

               (g)  Seller  shall  use   reasonable   efforts  to  preserve  the
operations,  organization and reputation of the Station intact, by continuing to
make  expenditures and engage in activities  designed to promote the Station and
encourage the purchase of advertising time on the Station in a manner consistent
with Seller's past practices.  Seller shall use reasonable efforts in accordance
with past  practice to  preserve  the  goodwill  and  business of the  Station's
advertisers,  suppliers and others having  business  relations with the Station,
and continue to conduct  financial  operations of the Station,  including credit
and  collection  policies,  with no less  effort as in the prior  conduct of the
business of the Station.

               (h) Seller shall furnish Buyer with monthly financial  statements
that are in a form consistent  with what has been  previously  provided to Buyer
within  thirty  (30) days after the end of each  calendar  month,  and with such
additional data concerning the Station's  financial condition as are prepared by
Seller in the ordinary course of business and requested by Buyer.

               (i) Seller  shall not issue,  sell or deliver any shares of stock
of Seller that would  result in a transfer of control  under the  Communications
Act.

          8.4. DAMAGE.

               (a) RISK OF LOSS . The risk of loss or  damage,  confiscation  or
condemnation of the Purchased Assets shall be borne by Seller at all times prior
to  Closing.  In the event of material  loss or damage,  Seller  shall  promptly
notify  Buyer  thereof  and use its  reasonable  efforts to  repair,  replace or
restore  the  lost  or  damaged  property  to its  former  condition  as soon as
possible.  If the cost of repairing,  replacing or restoring any lost or damaged
property  is Twenty  Thousand  Dollars  ($20,000)  or less,  and  Seller has not
repaired,  replaced or restored such property prior to the Closing Date, Closing
shall occur as scheduled  and Buyer may deduct from the  Purchase  Price paid at
Closing  the amount  necessary  to restore  the lost or damaged  property to its
former  condition  or  replace  it,  whichever  is less.  If the cost to repair,
replace,  or  restore  the lost or damaged  property  exceeds  Twenty  Thousands
Dollars  ($20,000),  and Seller has not  repaired,  replaced  or  restored  such
property prior to the Closing Date but is making reasonable and diligent efforts
to complete such repair,  replacement  or  restoration,  then, in that event the
Closing,  with prior consent of the Commission if necessary,  shall be postponed
for such  reasonable  period  of time  (not to exceed  ninety  (90)  days) as is
necessary for Seller to repair,  replace or restore the lost or damaged property
to its former  condition or replace it, whichever is less. In the event that the
repair,  replacement  or  restoration  is not  completed  within  that period of
postponement,  then the  Closing  shall  proceed  and Buyer may deduct  from the
Purchase  Price paid at  Closing  the amount  necessary  to restore  the lost or
damaged  property  to its  former  condition,  in which  event  Seller  shall be
entitled to all proceeds under any applicable insurance policies with respect to
such claim; provided, that, if, after the expiration of the period of

                                       20

<PAGE>



postponement  the lost or damaged  property has not been  repaired,  replaced or
restored in a manner that would  permit  operation  of the Station with at least
eighty  percent  (80%) of its  licensed  effective  radiated  power,  Buyer  may
terminate  this  Agreement,  in which event the Escrow  Deposit and all interest
earned  thereon shall be returned to Buyer and the parties shall be released and
discharged from any further obligation hereunder.

               (b) FAILURE OF BROADCAST TRANSMISSIONS.  Seller shall give prompt
written  notice to Buyer if any of the  following (a  "Specified  Event")  shall
occur  and  continue  for a  period  of  more  than  four  (4)  hours:  (i)  the
transmission of the regular  broadcast  programming of the Station in the normal
and usual manner is interrupted or discontinued; or (ii) the Station is operated
at less than its licensed  antenna height above average  terrain or at less than
eighty  percent (80%) of its licensed  effective  radiated  power.  If, prior to
Closing,  the Station has not operated at its licensed operating  parameters for
more than  forty-eight  (48) hours (or, in the event of force majeure or utility
failure  affecting  generally the market served by the Station,  ninety-six (96)
hours), whether or not consecutive, during any period of thirty (30) consecutive
days, or if there are three (3) or more Specified  Events each lasting more than
four (4) consecutive  hours,  then Buyer may, at its option:  (i) terminate this
Agreement,  or (ii) proceed in the manner set forth in Paragraph  8.4(a). In the
event of termination  of this  Agreement by Buyer pursuant to this Section,  the
Escrow Deposit  together with all interest  accrued thereon shall be returned to
Buyer  and the  parties  shall be  released  and  discharged  from  any  further
obligation hereunder.

               (c)  RESOLUTION  OF  DISAGREEMENTS.  If the parties are unable to
agree  upon the extent of any loss or  damage,  the cost to  repair,  replace or
restore any lost or damaged property,  the adequacy of any repair,  replacement,
or  restoration  of any lost or damaged  property,  or any other matter  arising
under this Section,  the disagreement  shall be referred promptly to a qualified
consulting  communications  engineer mutually acceptable to Seller and Buyer who
is a member of the Association of Federal  Communications  Consulting Engineers,
whose  decision  shall be  final,  and  whose  fees and  expenses  shall be paid
one-half each by Seller and Buyer.

          8.5. ADMINISTRATIVE VIOLATIONS. If Seller receives any finding, order,
complaint,  citation or notice prior to Closing  which states that any aspect of
the Station's operation violates or may violate any rule, regulation or order of
the  Commission  or of any  other  Governmental  Authority  (an  "Administrative
Violation"),  including,  any rule, regulation or order concerning environmental
protection,  the  employment of labor or equal  employment  opportunity,  Seller
shall  promptly  notify Buyer of the  Administrative  Violation,  use reasonable
efforts to remove or correct the  Administrative  Violation,  and be responsible
prior to Closing for the payment of all costs  associated  therewith,  including
any fines or back pay that may be assessed.

          8.6. BULK SALES ACT.  Seller shall be responsible  for compliance with
the  provisions of any bulk sales statute  applicable  to the  Transaction,  and
shall  indemnify and hold Buyer  harmless from and against any claims,  actions,
liabilities  and all  costs  and  expenses,  including  reasonable  legal  fees,
incurred or suffered by Buyer as a result of the failure to comply with any such
statute.



                                       21

<PAGE>



          8.7.  CONTROL OF STATION.  The  Transaction  shall not be  consummated
until after the Commission has given its written consent thereto and between the
date of this Agreement and the Closing Date, Seller shall control, supervise and
direct the operation of the Station.

          8.8. AUDIT.  Between the date hereof and the Closing Date, Seller, its
shareholders, officers, directors and employees shall cooperate and Seller shall
cause its independent accounting firm to cooperate with Buyer for the purpose of
preparing,  at  Buyer's  sole  expense,   audited  Financial  Statements.   Such
cooperation  shall include,  but not be limited to, Buyer's access to and use of
information relied upon by the Seller's independent accounting firm in preparing
the unaudited Financial Statements.

          8.9. TIME BROKERAGE AND OPERATING  AGREEMENT.  After execution of this
Agreement,  Seller and Buyer shall  cooperate  in good faith and use  reasonable
efforts to enter into a Time Brokerage Agreement ("TBA") that would be effective
at Buyer's option on or after January 1, 1997, and would permit Buyer to program
up to 24 hours per day, 7 days per week of the Station's  programming subject to
Seller's obligation to provide programming  responsive to the community's needs.
Such agreement would contain terms and conditions  standard in the  broadcasting
industry  for  these  types of  arrangements  including  Buyer's  obligation  to
reimburse Seller for all operating  expenses of the Station.  Buyer would pay to
Seller the sum of Fifty Thousand Dollars ($50,000) for the months of January and
February, Seventy Five Thousand Dollars ($75,000) for the month of March and One
Hundred  Thousand  Dollars  ($100,000)  for  each  month  thereafter.   Seller's
obligation  to  enter  into  the TBA is  subject  to  Buyer  providing  evidence
satisfactory  to  Seller  of  a  financing  commitment  from  a  duly  qualified
institution agreeing to provide Buyer with sufficient monies to pay the Purchase
Price at Closing.

          8.10.  CLOSING  OBLIGATIONS.  Seller and Buyer shall make commercially
reasonable efforts to satisfy the conditions precedent to Closing.

9.        STATUS OF EMPLOYEES.

          9.1.  EMPLOYMENT  RELATIONSHIP.  All  Station  employees  shall be and
remain  Seller's  employees,  with Seller having full authority and control over
their  actions,  and Buyer shall not assume the status of an employer or a joint
employer  of,  or incur or be  subject  to any  liability  or  obligation  of an
employer with respect to, any such employees  unless and until actually hired by
Buyer.  Seller  shall be  solely  responsible  for any and all  liabilities  and
obligations Seller may have to its employees, including, compensation, severance
pay and accrued vacation time and sick leave. Seller shall be solely responsible
for any and all  liabilities,  penalties,  fines or other  sanctions that may be
assessed or otherwise due under such laws on account of the  Transaction and the
dismissal or termination of any of Seller's employees.

          9.2. BUYER'S RIGHT TO EMPLOY. Seller consents to Buyer discussing with
the Station's  employees,  at any time after five (5) days from the execution of
this Agreement the  possibility of their  employment by Buyer;  provided,  that,
Buyer shall  provide three (3) business  days'  advance  notice to Seller of the
names of those employees who Buyer intends to contact. Seller


                                       22
<PAGE>



agrees and  acknowledges,  however,  that Buyer is under no  obligation to offer
employment  to any of those  employees.  Buyer has no  obligation  to assume the
contract between Seller and the current Program Director.  Should Buyer agree to
assume the existing contract of the Station's  Program Director,  that shall not
preclude Seller from hiring the Program Director as a consultant with respect to
broadcast stations located outside the greater Philadelphia market.

10.       CONDITIONS PRECEDENT.

          10.1. MUTUAL CONDITIONS.  The respective obligations of both Buyer and
Seller to consummate the Transaction are subject to the  satisfaction of each of
the following conditions:

               (a) APPROVAL OF ASSIGNMENT APPLICATION. The Commission shall have
granted the  Assignment  Application,  and such grant shall be in full force and
effect on the Closing Date.

               (b) ABSENCE OF LITIGATION. As of the Closing Date, no litigation,
action,   suit  or  proceeding   enjoining,   restraining  or  prohibiting   the
consummation  of  the  Transaction  shall  be  pending  before  any  court,  the
Commission or any other Governmental Authority or arbitrator; provided, however,
that  this  Paragraph  may not be  invoked  by a party if any  such  litigation,
action,  suit or proceeding  was solicited or encouraged  by, or instituted as a
result of any act or omission of, such party.

               (c)  HART-SCOTT-RODINO.  If  required  by this  Transaction,  all
applicable waiting periods under the  Hart-Scott-Rodino  Antitrust  Improvements
Act of 1976, as amended, shall have expired.

               (d)  NONCOMPETITION  AGREEMENT.  Ronald J. Morey,  Jed Morey, and
Buyer shall have executed and delivered a  Noncompetition  Agreement,  dated the
Closing Date, in the form attached hereto as Exhibit 2.

          10.2. ADDITIONAL CONDITIONS TO BUYER'S OBLIGATION.

          In addition to the satisfaction of the mutual conditions  contained in
Section 10.1, the obligation of Buyer to consummate the  Transaction is subject,
at  Buyer's  option,  to the  satisfaction  or  waiver  by  Buyer of each of the
following conditions:

               (a)  REPRESENTATIONS  AND  WARRANTIES.  The  representations  and
warranties  of Seller  to Buyer  shall be true,  complete,  and  correct  in all
material  respects as of the  Closing  Date with the same force and effect as if
then made.

               (b) COMPLIANCE WITH CONDITIONS.  All of the terms, conditions and
covenants  to be complied  with or  performed by Seller on or before the Closing
Date under this Agreement and the Seller Documents shall have been duly complied
with and performed in all material respects.




                                       23

<PAGE>



               (c)  DISCHARGE  OF LIENS.  Buyer  shall have  obtained at Buyer's
expense,  at  least  10  days  prior  to  Closing,  a  report  prepared  by C.T.
Corporation System (or similar firm reasonably  acceptable to Buyer) showing the
results of searches of lien, tax, judgment and litigation records, demonstrating
that the  Purchased  Assets  are being  conveyed  to Buyer free and clear of all
liens, security interests and encumbrances except as expressly permitted by this
Agreement,  otherwise  consented to by Buyer in writing or to be  discharged  at
Closing.  The record  searches shall have taken place no more than 15 days prior
to the Closing Date.

               (d)  THIRD-PARTY  CONSENTS.  Seller  shall have  obtained (i) all
required  third-party  consents to Buyer's assumption of the Material Contracts,
such that Buyer will,  after  Closing,  enjoy all the rights and  privileges  of
Seller under the Material  Contracts subject only to the same obligations as are
binding on Seller pursuant to the Material  Contracts'  current terms;  and (ii)
all other requisite third-party consents and approvals which may be necessary to
consummate the Transaction.

               (e) ESTOPPEL  CERTIFICATES.  At Closing,  Seller shall deliver to
Buyer a  certificate  executed  by the other  party to each  Material  Contract,
including the landlord under the leases for the Studio Site and the  Transmitter
Site,  dated no more than 15 days prior to the  Closing  Date,  stating (i) that
such  Contract is in full force and effect and has not been amended or modified;
(ii) the date to which all rent and/or other payments due  thereunder  have been
paid;  and (iii)  that  Seller is not in breach or default  under such  Material
Contract.  Seller  shall use  reasonable  efforts  to  include  in the  Estoppel
Certificate  a Statement  that no event has  occurred  that,  with notice or the
passage of time or both,  would  constitute  a breach or default  thereunder  by
Seller.

               (f) OPINION OF SELLER'S COUNSEL. At Closing, Seller shall deliver
to Buyer the written opinion or opinions of Seller's counsel,  dated the Closing
Date, in scope and form satisfactory to Buyer, to the following effect:

                    (1) Seller is a corporation duly organized, validly existing
and in good  standing  under  the laws of the  State of  Pennsylvania,  with all
requisite  corporate  power  and  authority  to  enter  into  and  perform  this
Agreement.

                    (2) This  Agreement  has been duly executed and delivered by
Seller  and such  action has been duly  authorized  by all  necessary  corporate
action.  This Agreement  constitutes the legal, valid, and binding obligation of
Seller,  enforceable  against  Seller in  accordance  with its terms  subject to
bankruptcy,  reorganization,  fraudulent conveyance,  insolvency, moratorium and
similar laws  relating to or affecting  creditors'  and other  obligees'  rights
generally and the exercise of judicial  discretion  in  accordance  with general
equitable principles.

                    (3)  None  of  (i)  the   execution  and  delivery  of  this
Agreement,  (ii) the consummation of the  Transaction,  or (iii) compliance with
the terms and conditions of this Agreement  will,  with or without the giving of
notice or lapse of time or both, conflict with,


                                       24
<PAGE>





breach the terms and  conditions  of,  constitute  a default  under,  or violate
Seller's  articles of incorporation or bylaws,  or to counsel's  knowledge,  any
judgment,  decree, or order, by which Seller, the Station or any of the Seller's
assets,  including the Purchased Assets,  may be bound or affected,  as to which
counsel is representing or advising Seller.

                    (4) To counsel's  knowledge,  counsel is not representing or
advising  Seller  as to  any  pending  or  threatened  suit,  action,  claim  or
proceeding  that  questions or may affect the validity of any action to be taken
by Seller  pursuant  to this  Agreement  or that  seeks to enjoin,  restrain  or
prohibit Seller from carrying out the Transaction.

                    (5) To counsel's  knowledge,  counsel is not representing or
advising  Seller as to any  outstanding  judgment,  or any pending or threatened
suit,  action,  claim or  proceeding  (other than  proceedings  affecting  radio
broadcasters  generally)  that could  reasonably  be expected to have an adverse
effect  upon the  Purchased  Assets or upon the  business or  operations  of the
Station after Closing.

                    (6)  Seller  is the  authorized  legal  holder  of  the  FCC
Licenses,  the FCC Licenses  are in full force and effect,  and the FCC Licenses
are not the subject of any pending license renewal application. The FCC Licenses
set forth on Appendix A constitute all FCC licenses and authorizations issued in
connection with the operation of the Station.  There are no applications pending
before the Commission with respect to the Station.

                    (7) The  Commission  has consented to the  assignment of the
FCC  Licenses  to Buyer and that  consent has become a Final  Order,  unless the
requirement for a Final Order is waived by Buyer.

                    (8) To the  best of such  Counsel's  knowledge,  there is no
Commission  investigation,  notice of apparent liability or order of forfeiture,
pending or outstanding against the Station,  or any complaint,  petition to deny
or proceeding against or involving the Station pending before the Commission.

                    The foregoing  opinions  shall be for the benefit of and may
be relied on by Buyer and Buyer's lenders (identified at Closing).  In rendering
such opinions,  Seller's counsel may rely upon such corporate records of Seller,
such  certificates  of public  officials  and  officers of Seller and such other
documents or assumptions as may be deemed appropriate or necessary.  Any opinion
concerning the  enforceability of this Agreement may be based on the laws of the
District of Columbia applicable to transactions in that jurisdiction.

               (g) FINAL ORDER. The Commission's  action granting the Assignment
Application shall have become a Final Order.

               (h) CLOSING  DOCUMENTS.  At the Closing  Seller shall  deliver to
Buyer (i) such assignments, bills of sale and other instruments of conveyance as
are  necessary  to vest in Buyer  title to the  Purchased  Assets,  all of which
documents shall be dated as of the Closing Date, duly



                                       25


<PAGE>



executed  by  Seller  and  in  form  reasonably  acceptable  to  Buyer;  (ii)  a
certificate,  dated the Closing Date, executed by Seller's President  certifying
as to those  matters set forth in Section  10.2(a) and (b);  and (iii) copies of
Seller's corporate resolutions authorizing the Transaction, each certified as to
accuracy and completeness by Seller's Secretary.

          10.3.  ADDITIONAL  CONDITIONS TO SELLER'S  OBLIGATION.  In addition to
satisfaction of the mutual conditions  contained in Section 10.1, the obligation
of Seller to consummate the Transaction is subject,  at Seller's option,  to the
satisfaction or waiver by Seller of each of the following conditions:

               (a)  REPRESENTATIONS  AND  WARRANTIES.  The  representations  and
warranties  of  Buyer to  Seller  shall be true,  complete  and  correct  in all
material  respects as of the  Closing  Date with the same force and effect as if
then made.

               (b) COMPLIANCE WITH CONDITIONS.  All of the terms, conditions and
covenants  to be complied  with or  performed  by Buyer on or before the Closing
Date under this  Agreement  shall have been duly  complied with and performed in
all material respects.

               (c) OPINION OF BUYER'S COUNSEL.  At Closing,  Buyer shall deliver
to Seller the written  opinion of Buyer's  counsel,  dated the Closing  Date, in
scope and form reasonably satisfactory to Seller, to the following effect:

                    (1)  Buyer  is  a  corporation  duly  incorporated,  validly
existing and in good standing under the laws of the State of Delaware,  with all
requisite  corporate  power  and  authority  to  enter  into  and  perform  this
Agreement.

                    (2) This Agreement has been duly executed by Buyer, and such
action  has  been  duly  authorized  by all  necessary  corporate  action.  This
Agreement  constitutes  the  legal,  valid,  and  binding  obligation  of Buyer,
enforceable  against Buyer in accordance with its terms,  subject to bankruptcy,
reorganization,  fraudulent conveyance, insolvency, moratorium, and similar laws
relating to or affecting creditors' and other obligees' rights generally and the
exercise of judicial discretion in accordance with general equitable principles.

                    (3)  None  of  (i)  the   execution  and  delivery  of  this
Agreement,  (ii) the consummation of the  Transaction,  or (iii) compliance with
the terms and conditions of this Agreement  will,  with or without the giving of
notice,  lapse of time or both,  conflict with,  breach the terms and conditions
of,  constitute a default under or violate Buyer's  articles of incorporation or
by-laws, or to counsel's knowledge, any judgment, decree or order to which Buyer
is a  party  or by  which  Buyer  may  be  bound  and  as to  which  counsel  is
representing or advising Buyer.

                    (4) To the knowledge of counsel, counsel is not representing
or advising  Buyer as to any pending or  threatened  suit,  action or proceeding
that  questions  or may affect the  validity  of any action to be taken by Buyer
pursuant to this Agreement,  or that seeks to enjoin, restrain or prohibit Buyer
from carrying out the Transaction.


                                       26



<PAGE>



                    The foregoing  opinions  shall be for the benefit of and may
be relied on by Seller.  In rendering  such opinions,  Buyer's  counsel may rely
upon such corporate  records of Buyer, such certificates of public officials and
officers  of Buyer and such  other  documents  or  assumptions  as may be deemed
appropriate  or necessary.  Any opinion  concerning the  enforceability  of this
Agreement  may be based on the laws of the  District of Columbia  applicable  to
transactions in that jurisdiction.

               (d)  ASSUMPTION OF  LIABILITIES.  Buyer shall assume and agree to
pay,  perform and discharge  Seller's  obligations  under the  Contracts,  Sales
Agreements  and Trade  Agreements  to the extent Buyer has  expressly  agreed to
assume such obligations pursuant to Section 4.4.

               (e)  PAYMENT.  Buyer shall pay Seller the portion of the Purchase
Price due at Closing, as provided in Section 4.2.

               (f)  CLOSING  DOCUMENTS.  Buyer  shall  deliver  to Seller at the
Closing (i) copies of Buyer's corporate resolutions  authorizing the Transaction
certified  as to accuracy  and  completeness  by Buyer's  Secretary;  and (ii) a
certificate, dated the Closing Date, executed by Buyer's President certifying as
to those matters set forth in Section 10.3(a) and (b).

11.       CLOSING.  The  Closing  Date  shall be the tenth day after the date on
which the Commission grant of the Assignment  Application becomes a Final Order,
or, at Buyer's  option,  if finality is waived,  within  fifteen (15) days after
grant of the Assignment Application or such other time as Seller and Buyer shall
mutually  agree.  Closing  shall take place at 10:00 a.m. on the Closing Date at
the offices of Buyer's counsel, Roberts & Eckard, P.C., 1150 Connecticut Avenue,
N.W., Suite 1100, Washington D.C. 20036.

12.       PRORATIONS.


          12.1.  APPORTIONMENT OF EXPENSES.  Seller shall be responsible for all
expenses  arising out of the  business  of the  Station  until 11:59 p.m. on the
Closing Date, and Buyer shall be responsible for all expenses arising out of the
business of the Station  after 11:59 p.m. on the Closing Date to the extent such
expenses  relate to  liabilities  assumed by Buyer  pursuant to Section 4.4. All
overlapping expenses shall be prorated or reimbursed,  as the case may be, as of
11:59 p.m. on the Closing Date.


          12.2. DETERMINATION AND PAYMENT.  Prorations shall be made, insofar as
feasible,  at Closing  and shall be paid by way of  adjustment  to the  Purchase
Price. As to the prorations  that cannot be made at Closing,  the parties shall,
within  ninety  (90)  days  after  the  Closing  Date,  make  and pay  all  such
prorations. If the parties are unable to agree upon all such prorations prior to
the expiration of that 90-day period,  then any disputed items shall be referred
to a firm of independent  certified public  accountants,  mutually acceptable to
Seller and Buyer,  whose  decision  shall be final,  and whose fees and expenses
shall be allocated  between and paid by Seller and Buyer,  respectively,  to the
extent that such party does not prevail on the disputed  matters  decided by the
accountants.



                                       27


<PAGE>



13.       POST-CLOSING  OBLIGATIONS.  The parties  covenant and agree as follows
with respect to the period subsequent to Closing:

          13.1.  COLLECTION  OF ACCOUNTS  RECEIVABLE.  At Closing,  Seller shall
assign to Buyer, for purposes of collection only, all of the Accounts Receivable
that are outstanding  and unpaid on the Closing Date,  except for those Accounts
Receivable  which Seller has instituted  litigation to collect as of the date of
this  Agreement  and which are  identified  on  Appendix K. Buyer shall use such
efforts  as are  reasonable  and in the  ordinary  course of  business  to those
Accounts  Receivable for a period of one hundred eighty (180) days following the
Closing Date (the  "Collection  Period").  This obligation,  however,  shall not
extend to the  institution  of  litigation,  employment  of counsel or any other
extraordinary  means of collection.  So long as those Accounts Receivable are in
Buyer's possession, neither Seller nor its agents shall make any solicitation of
them for collection  purposes or institute  litigation for the collection of any
amounts due  thereunder.  All payments  received by Buyer during the  Collection
Period from any person  obligated with respect to any Accounts  Receivable shall
be applied first to Seller's account, and only after full satisfaction  thereof,
to Buyer's account;  provided,  however, that if the customer instructs Buyer to
apply such payment to amounts owed by such customer to Buyer,  then that account
shall be deemed a contested  account  governed by the  following  sentence.  If,
during the Collection  Period,  any account debtor  contests the validity of its
obligation with respect to any Account Receivable,  then Buyer shall return that
Account  Receivable to Seller after which Seller shall be solely responsible for
the collection thereof. Buyer shall not have the right to compromise, settle, or
adjust the amounts of any of the  Accounts  Receivable  without  Seller's  prior
written  consent.  Forty five (45) days after the  Closing  Date and then on the
fifteenth  (l5th)  day after  the close of each  preceding  month,  Buyer  shall
furnish  Seller  with  a  list  of  Accounts  Receivable  collected  during  the
applicable  period  accompanied  by a  payment  equal  to  the  amount  of  such
collections,  less any salesperson's,  agency,  and  representative  commissions
applicable thereto that are deducted and paid by Buyer from the proceeds of such
collections.   Any  Accounts  Receivable  that  are  not  collected  during  the
Collection  Period shall be reassigned to Seller after which Buyer shall have no
further obligation to Seller with respect to the Accounts Receivable;  provided,
however, that all funds subsequently received by Buyer (without time limitation)
that  can  be  specifically  identified,  whether  by  accompanying  invoice  or
otherwise,  as a  payment  on the  Accounts  Receivable  shall  be paid  over or
forwarded to Seller.

          13.2. INDEMNIFICATION.

               (a) BUYER'S RIGHT TO  INDEMNIFICATION.  Seller hereby indemnifies
and holds  Buyer and its  assigns  harmless  from and  against  (i) any  breach,
misrepresentation, or violation of any of Seller's representations,  warranties,
covenants,  or other  obligations  contained in this  Agreement or in any Seller
Document;  (ii) all obligations and liabilities of Seller and/or the Station not
expressly  assumed by Buyer  pursuant  to Section  4.4;  and (iii) all claims by
third parties against Buyer  attributable to the operation of the Station and/or
the use or ownership of the Purchased Assets prior to Closing. This indemnity is
intended by Seller to cover all actions,  suits,  proceedings,  claims, demands,
assessments, adjustments, interest, penalties, costs and

                                       28

<PAGE>



expenses (including,  reasonable fees and expenses of counsel),  whether suit is
instituted or not and, if instituted,  whether at the trial or appellate  level,
with respect to any and all of the specific matters set forth in this indemnity.

               (b) SELLER'S RIGHT TO  INDEMNIFICATION.  Buyer hereby indemnifies
and holds  Seller and its  assigns  harmless  from and  against  (i) any breach,
misrepresentation  or violation of any of Buyer's  representations,  warranties,
covenants or obligations  contained in this Agreement;  (ii) all obligations and
liabilities  expressly  assumed by Buyer hereunder  pursuant to Section 4.4; and
(iii)  all  claims by third  parties  against  Seller  attributable  to  Buyer's
operation of the Station after  Closing.  This indemnity is intended by Buyer to
cover  all  actions,   suits,   proceedings,   claims,   demands,   assessments,
adjustments,  interest, penalties, costs and expenses (including reasonable fees
and expenses of counsel),  whether suit is instituted or not and, if instituted,
whether  at the trial or  appellate  level,  with  respect to any and all of the
specific matters set forth in this indemnity.

               (c)   PROCEDURE   FOR   INDEMNIFICATION.    The   procedure   for
indemnification shall be as follows:

                    (1) The  party  claiming  indemnification  (the  "Claimant")
shall give written notice to the party from which indemnification is sought (the
"Indemnitor")  promptly  after the  Claimant  learns of any claim or  proceeding
covered by the foregoing  agreements to indemnify and hold harmless.  Failure to
provide  prompt  notice shall not be deemed to  jeopardize  Claimant's  right to
demand  indemnification,  provided,  that,  Indemnitor is not  prejudiced by the
delay in receiving notice.

                    (2) With respect to claims  between the  parties,  following
receipt of notice from the  Claimant of a claim,  the  Indemnitor  shall have 15
days to make any  investigation of the claim that the Indemnitor deems necessary
or desirable, or such lesser time if a 15-day period would jeopardize any rights
of  Claimant  to  oppose  or  protest  the  claim.   For  the  purpose  of  this
investigation,  the Claimant  agrees to make available to the Indemnitor and its
authorized  representatives  the  information  relied  upon by the  Claimant  to
substantiate  the claim.  If the Claimant and the Indemnitor  cannot agree as to
the validity and amount of the claim within the l5-day period,  or lesser period
if required by this Section (or any mutually  agreed upon extension  hereof) the
Claimant may seek appropriate legal remedies.

                    (3) The  Indemnitor  shall have the right to  undertake,  by
counsel or other representatives of its own choosing, the defense of such claim,
provided,  that, Indemnitor  acknowledges in writing to Claimant that Indemnitor
would  assume  responsibility  for and  demonstrates  its  financial  ability to
satisfy the claim should the party  asserting  the claim  prevail.  In the event
that the Indemnitor shall not satisfy the requirements of the preceding sentence
or shall elect not to undertake such defense,  or within 15 days after notice of
any such claim from the Claimant  shall fail to defend,  the Claimant shall have
the right to undertake the defense,  compromise or settlement of such claim,  by
counsel or other  representatives of its own choosing,  on behalf of and for the
account and risk of the Indemnitor. Anything in this Section 13.2(c)(3)




                                       29

<PAGE>



to the contrary notwithstanding, (i) if there is a reasonable probability that a
claim may materially and adversely affect the Claimant other than as a result of
money damages or other money payments, the Claimant shall have the right, at its
own cost and expense, to participate in the defense, compromise or settlement of
the  claim,  (ii) the  Indemnitor  shall not,  without  the  Claimant's  written
consent,  settle or  compromise  any claim or consent  to entry of any  judgment
which  does not  include  as an  unconditional  term  thereof  the giving by the
plaintiff  to the  Claimant of a release  from all  liability in respect of such
claim,  and (iii) in the event  that the  Indemnitor  undertakes  defense of any
claim  consistent  with  this  Section,  the  Claimant,   by  counsel  or  other
representative of its own choosing and at its sole cost and expense,  shall have
the  right  to  consult   with  the   Indemnitor   and  its   counsel  or  other
representatives  concerning  such claim and the  Indemnitor and the Claimant and
their respective counsel or other  representatives  shall cooperate with respect
to such claim.

               (d) ASSIGNMENT OF CLAIMS. If any payment is made pursuant to this
Section 13.2, the  Indemnitor  shall be subrogated to the extent of such payment
to all of the rights of recovery  of  Claimant,  and  Claimant  shall  assign to
Indemnitor,  for its use and benefit, any and all claims, causes of actions, and
demands of whatever  kind and nature that  Claimant may have against the person,
firm,  corporation or entity giving rise to the loss for which payment was made.
Claimant agrees to reasonably  cooperate in any efforts by Indemnitor to recover
such loss from any person, firm, corporation or entity.

               (e)  INDEMNIFICATION  SOLE REMEDY.  The right to  indemnification
provided for in this Section shall be the exclusive remedy of either party after
Closing in connection with any breach by the other party of its representations,
warranties, covenants or other obligations hereunder

               (f) DE MINIMS AMOUNT.  Neither party shall be liable to the other
for  indemnification  hereunder,  exclusive of  indemnification  for liabilities
retained by Seller or assumed by Buyer,  until such amount  claimed  exceeds One
Hundred  Thousand  Dollars  ($100,000)  in the aggregate and then from the first
dollar thereof.

          13.3.  LIABILITIES.  Following  the  Closing  Date,  Seller  shall pay
promptly  when due all of the debts and  liabilities  of Seller  relating to the
Station,  other  than  liabilities  specifically  assumed  by  Buyer  hereunder.
Promptly shall be defined as no later than thirty (30) days after the due date.

14.       DEFAULT AND REMEDIES.

          14.1.  OPPORTUNITY TO CURE.  Except as provided in Section 8.4(a),  if
either  party  believes  the other to be in breach  hereunder,  the former party
shall provide the other with written notice  specifying in reasonable detail the
nature of such  breach.  If the breach has not been cured by the earlier of: (i)
the Closing Date, or (ii) within 10 days after  delivery of that notice (or such
additional  reasonable time as the  circumstances may warrant provided the party
in breach undertakes diligent, good faith efforts to cure the breach within such
10 day period

                                       30

<PAGE>





and continues  such efforts  thereafter),  then the party giving such notice may
consider the other party to be in default and exercise the remedies available to
such party pursuant to this Section,  subject to the right of the other party to
contest the alleged breach through appropriate proceedings.

          14.2.  SELLER'S REMEDIES.  Buyer recognizes that if the Transaction is
not  consummated  as a result of Buyer's  default,  Seller  would be entitled to
compensation,  the extent of which is extremely  difficult  and  impractical  to
ascertain.  To avoid this problem,  the parties agree that if the Transaction is
not consummated due to the default of Buyer, Seller, provided that Seller is not
in default and has otherwise complied with its obligations under this Agreement,
shall be entitled to the Escrow  Deposit,  with  interest  earned  thereon.  The
parties agree that this sum shall constitute  liquidated damages and shall be in
lieu of any other  relief to which  Seller  might  otherwise  be entitled due to
Buyer's failure to consummate the Transaction as a result of a default by Buyer.

          14.3.  BUYER'S  REMEDIES.  Seller  agrees  that the  Purchased  Assets
include unique  property that cannot be readily  obtained on the open market and
that Buyer will be  irreparably  injured if this  Agreement is not  specifically
enforced. Therefore, Buyer shall have the right specifically to enforce Seller's
performance under this Agreement,  and Seller agrees (i) to waive the defense in
any such suit that Buyer has an adequate  remedy at law and (ii) to interpose no
opposition, legal or otherwise, as to the propriety of specific performance as a
remedy.  If Buyer  elects to  terminate  this  Agreement as a result of Seller's
default instead of seeking specific performance,  Buyer shall be entitled to the
return of the Escrow Deposit  together with all interest  earned thereon and any
other remedies to which Buyer may be entitled under law and equity.

15.       TERMINATION OF AGREEMENT.

          15.1. FAILURE TO CLOSE. This Agreement may be terminated at the option
of either party upon written  notice to the other if (x) the  Commission has not
granted the Assignment  Application  within nine (9) months after the Commission
accepts the Assignment  Application  for filing or (y) the  Commission's  action
granting the Assignment  Application  has not become a Final Order within twelve
(12) months after the Commission accepts the Assignment  Application for filing;
provided,  however,  that a party may not terminate this Agreement if such party
is in default  hereunder,  or if a delay in any decision or determination by the
Commission  respecting the Assignment  Application has been caused or materially
contributed  to (i) by any  failure  of  such  party  to  furnish,  file or make
available to the Commission  information within its control; (ii) by the willful
furnishing by such party of incorrect,  inaccurate or incomplete  information to
the Commission; or (iii) by any other action taken by such party for the purpose
of delaying the Commission's decision or determination respecting the Assignment
Application.  This Agreement may also be terminated upon the mutual agreement of
Buyer and Seller.  In the event of  termination  pursuant to this  Section,  the
Escrow Deposit,  together with all interest earned thereon, shall be returned to
Buyer  and the  parties  shall be  released  and  discharged  from  any  further
obligation hereunder unless: (x) the failure to consummate the Transaction is



                                       31


<PAGE>



attributable to Buyer's default,  and Seller is not in default and has otherwise
complied with its  obligations  under this  Agreement,  in which case the Escrow
Deposit plus interest  earned  thereon shall be released to Seller as liquidated
damages   pursuant  to  Section  14.2;  or  (y)the  failure  to  consummate  the
Transaction is attributable to Seller's default, and Buyer is not in default and
has otherwise complied with its obligations under this Agreement,  in which case
Buyer  shall be entitled  to the return of the Escrow  Deposit and all  interest
earned thereon as  contemplated by this Section 15.1, and to such other remedies
as are referred to in Section 14.3.

          15.2.  DESIGNATION  FOR  HEARING.  The time for  approval  provided in
Section 15.1  notwithstanding,  either party may terminate  this  Agreement upon
written notice to the other, if, for any reason,  the Assignment  Application is
designated for hearing by the Commission, provided, however, that written notice
of  termination  must be given  within  10 days  after the  release  date of the
hearing  designation  order  and that the  party  giving  such  notice is not in
default and has otherwise  complied with its  obligations  under this Agreement.
Upon termination  pursuant to this Section, the Escrow Deposit together with all
interest  earned  thereon  shall be returned  to Buyer and the parties  shall be
released  and  discharged  from  any  further  obligation  hereunder,  provided,
however, that if the designation for hearing is predicated upon breach by either
party of a representation, warranty or covenant contained in this Agreement, the
non-breaching  party may,  in  addition  to  termination,  pursue  the  remedies
available to such non-breaching party under Sections 14.2 and 14.3.

16.       GENERAL PROVISIONS.

          16.1. BROKERAGE. Seller and Buyer represent to each other that neither
party has dealt with a broker in  connection  with the  Transaction  and that no
finders fee is due to any person or entity in connection  with the  Transaction,
except  for a  possible  fee to be paid by  Buyer  at  Closing  or  later to The
Zitelman Group, Inc.

          16.2. FEES. All Commission filing fees for the Assignment Application,
shall be paid  one-half  by Seller and  one-half by Buyer.  Except as  otherwise
provided herein,  all other expenses  incurred in connection with this Agreement
or the Transaction  shall be paid by the party incurring those expenses  whether
or not the Transaction is consummated.

          16.3. NOTICES. All notices, requests, demands and other communications
pertaining to this Agreement  shall be in writing and shall be deemed duly given
when (i) delivered  personally  (which shall include delivery by Federal Express
or other  recognized  overnight  courier  service that issues a receipt or other
confirmation of delivery) to the party for whom such  communication is intended,
(ii) delivered by facsimile transmission with confirmation of receipt thereof or
(iii)  three  business  days after the date  mailed by  certified  mail,  return
receipt requested, postage prepaid, addressed as follows:



                                       32


<PAGE>



               (a)  If to Seller:

                    Mr. Ronald J. Morey
                    Jarad Broadcasting Company of Pennsylvania, Inc.
                    1103 Stewart Avenue
                    Garden City, New York 11530
                    Fax: (516) 228-9133

                    with a copy (which shall not constitute notice) to:

                    Lewis J. Paper, Esquire
                    Dickstein Shapiro Morin and Oshinsky, LLP
                    2101 L Street, N.W.
                    Washington, D.C. 20037
                    Fax: (202) 887-0689

               (b)  If to Buyer:

                    Mr. Alfred C. Liggins, President
                    Radio One, Inc.
                    4001 Nebraska Avenue
                    Washington, D.C. 20016
                    Fax: (202) 686-2762

                    with a copy (which shall not constitute notice) to:

                    Linda J. Eckard, Esquire
                    Roberts & Eckard, P.C.
                    ll50 Connecticut Avenue, N.W.
                    Suite 1100
                    Washington, D.C. 20036
                    Fax: (202) 296 0464

Either  party may change its address for notices by written  notice to the other
given pursuant to this Section.  Any notice  purportedly  given by a means other
than as set forth in this Section shall be deemed ineffective.

          16.4. ASSIGNMENT.  Neither party may assign its rights and obligations
under this Agreement  without the other party's  express prior written  consent,
provided,  however, Buyer may assign its rights and obligations pursuant to this
Agreement  without Seller's consent prior to Closing to (i) an entity which is a
subsidiary  or parent of Buyer or to an entity owned or  controlled  by Buyer or
its principals or (ii) to Buyer's lenders as collateral for any indebtedness



                                       33

<PAGE>



incurred by Buyer and only if, such  assignment  will not require the initiation
of  another  statutory  30-day  public  notice  period  under  the  Commission's
published rules,  regulations or policies;  and subsequent to Closing to (x) any
entity which acquires all or substantially all of the Purchased Assets or (y) to
Buyer's lenders as collateral for any indebtedness incurred by Buyer. Subject to
the foregoing,  this Agreement shall be binding on, inure to the benefit of, and
be enforceable by the original  parties hereto and their  respective  successors
and permitted assignees.

          16.5.  EXCLUSIVE  DEALINGS.  For so long as this Agreement  remains in
effect,  neither Seller nor any person acting on Seller's behalf shall, directly
or indirectly,  solicit or initiate any offer from, or conduct any  negotiations
with, any person or entity  concerning the acquisition of all or any interest in
any of the  Purchased  Assets  or the  Station,  other  than  Buyer  or  Buyer's
permitted assignees.

          16.6.  THIRD PARTIES.  Nothing in this  Agreement,  whether express or
implied,  is intended  to: (i) confer any rights or remedies on any person other
than Seller, Buyer and their respective successors and permitted assignees; (ii)
relieve or discharge the  obligations or liability of any third party;  or (iii)
give any third party any right of subrogation or action against either Seller or
Buyer.

          16.7. INDULGENCES.  Unless otherwise specifically agreed in writing to
the contrary: (i) the failure of either party at any time to require performance
by the other of any  provision of this  Agreement  shall not affect such party's
right  thereafter  to enforce  the same;  (ii) no waiver by either  party of any
default by the other  shall be taken or held to be a waiver by such party of any
other preceding or subsequent default; and (iii) no extension of time granted by
either party for the  performance  of any  obligation  or act by the other party
shall be  deemed to be an  extension  of time for the  performance  of any other
obligation or act hereunder.

          16.8.  SURVIVAL  OF  REPRESENTATIONS   AND  WARRANTIES.   The  several
representations,  warranties,  and  indemnification  obligations  of the parties
contained  herein shall survive for fifteen months after the Closing Date except
that claims  properly  asserted  within the fifteen  month period shall  survive
until   finally   and  fully   resolved;   provided,   however,   that   Buyer's
indemnification  rights with respect to those  obligations  and  liabilities  of
Seller  and/or the Station  not  expressly  assumed by Buyer  shall  survive the
Closing until such liabilities and obligations are discharged in full. Likewise,
Seller's   indemnification   rights  with  respect  to  those   liabilities  and
obligations  expressly  assumed by Buyer shall  survive  the Closing  until such
liabilities and obligations are discharged in full.

          16.9. PRIOR  NEGOTIATIONS.  This Agreement  supersedes in all respects
all prior and contemporaneous oral and written negotiations,  understandings and
agreements between the parties with respect to the subject matter hereof. All of
such prior and contemporaneous  negotiations,  understandings and agreements are
merged herein and superseded hereby.

          16.10.  EXHIBITS AND APPENDICES.  The Exhibits and Appendices attached
hereto or referred to herein are a material  part of this  Agreement,  as if set
forth in full herein.




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<PAGE>



          16.11. ENTIRE AGREEMENT;  AMENDMENT.  This Agreement, the Exhibits and
Appendices  to this  Agreement  set forth the entire  understanding  between the
parties in connection with the Transaction,  and there are no terms, conditions,
warranties  or  representations  other  than  those  contained,  referred  to or
provided  for  herein  and  therein.  Neither  this  Agreement  nor any  term or
provision hereof may be altered or amended in any manner except by an instrument
in writing signed by each of the parties hereto.

          16.12.  COUNSEL. Each party has been represented by its own counsel in
connection with the negotiation and preparation of this Agreement.

          16.13. GOVERNING LAW,  JURISDICTION.  This Agreement shall be governed
by, and construed  and enforced in accordance  with the laws of the State of New
York without  regard to the choice of law rules  utilized in that  jurisdiction.
Buyer and Seller each (a) hereby  irrevocably  submit to the jurisdiction of the
courts of that state and  (b)hereby  waive,  and agree not to assert,  by way of
motion, as a defense, or otherwise, in any such suit, action or proceeding,  any
claim that it is not subject  personally to the  jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution, that
the suit,  action or proceeding is brought in an  inconvenient  forum,  that the
venue of the suit,  action or proceeding  is improper or that this  Agreement or
the subject  matter  hereof may not be  enforced in or by such court.  Buyer and
Seller  each  hereby  consent to service  of process by  registered  mail at the
address to which  notices are to be given.  Each of Buyer and Seller agrees that
its submission to jurisdiction  and its consent to service of process by mail is
made for the express benefit of the other party hereto.  Final judgment  against
Buyer or Seller in any such action,  suit or proceeding may be enforced in other
jurisdictions  by suit,  action or proceeding  on the judgment,  or in any other
manner provided by or pursuant to the laws of such other jurisdiction; provided,
however,  that any  party may at its  option  bring  suit,  or  institute  other
judicial  proceedings,  in any state or federal court of the United States or of
any country or place where the other party or its assets, may be found.

          16.14.  SEVERABILITY.  If any term of this  Agreement  is  illegal  or
unenforceable at law or in equity, the validity,  legality and enforceability of
the remaining  provisions  contained  herein shall not in any way be affected or
impaired thereby.  Any illegal or unenforceable  term shall be deemed to be void
and of no force and effect only to the minimum  extent  necessary  to bring such
term within the provisions of applicable law and such term, as so modified,  and
the balance of this Agreement shall then be fully enforceable.

          16.15.  COUNTERPARTS.  This  Agreement  may be signed in any number of
counterparts  with the same effect as if the signature on each such  counterpart
were on the same  instrument.  Each fully executed set of counterparts  shall be
deemed to be an original,  and all of the signed counterparts  together shall be
deemed to be one and the same instrument.

          16.16. FURTHER ASSURANCES.  Each party shall at any time and from time
to time after the Closing  execute  and deliver to the other party such  further
conveyances,  assignments  and other  written  assurances as may be requested to
vest and confirm in Buyer (or its assignee) the



                                       35

<PAGE>



title and rights to and in all the  Purchased  Assets to be and  intended  to be
transferred,  assigned and conveyed  hereunder and to reflect Buyer's assumption
of the liabilities and obligations pursuant to this Agreement.

          16.17.  TAX FREE EXCHANGE.  Seller has advised Buyer that it may elect
to structure this transaction as a tax-deferred  like-kind  exchange pursuant to
Internal  Revenue Code Section 1031.  Buyer will cooperate with such an exchange
provided,  that, such  tax-deferred,  like-kind exchange shall (i) not delay the
Closing of this Transaction by the initiation of another statutory 30-day public
notice period under the Commission's published rules, regulations or policies or
otherwise  delay the Closing,  (ii) not result in any additional cost or expense
to Buyer,  (iii) not result in any tax consequences to Buyer and (iv) not affect
Seller's  liability for any of the  representations,  warranties,  covenants and
obligations  of Seller  pursuant  to this  Agreement.  At Closing  Seller  shall
execute a document  which will  provide  that Seller  indemnifies  Buyer for any
claims that the intermediate  party  participating in the like-kind exchange may
have against Buyer.

          16.18. NO DISCLOSURE.  The parties agree that no public  disclosure of
the  contents  of this  Agreement  will be  made  prior  to the  date  that  the
Assignment  Application is filed absent prior  approval from the  non-disclosing
party.




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<PAGE>



          IN WITNESS  WHEREOF,  and to evidence  their assent to the  foregoing,
Seller and Buyer have executed this Asset  Purchase  Agreement  under seal as of
the date first written above.



                            SELLER:                                             
                                                                                
                            JARAD BROADCASTING COMPANY OF PENNSYLVANIA, INC.    
                                                                                
                              By: /s/ Ronald J. Morey                           
                                     -------------------------------------------
                                     Ronald J. Morey,                           
                                     President                                  
                                                                                
                            BUYER:                                              
                                                                                
                            RADIO ONE, INC.                                     
                                                                                
                            By: /s/ Alfred C. Liggins                           
                                  ----------------------------------------------
                                 Alfred C. Liggins                              
                                 President                                      
                            

